Common use of Right to Vote Securities Clause in Contracts

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor Pledgor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent Secured Party will, upon receiving a written request from such Lien GrantorPledgor, deliver to such Lien Grantor Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent Secured Party or its nominee or any such Pledged Security Securities Entitlement as to which the Agent Secured Party or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the AgentSecured Party. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent Secured Party will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent Secured Party will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsCollateral, with the same force and effect as if the Applicable Agent Secured Party were the absolute and sole owner thereof, and each Lien Grantor Pledgor will take all such action as the Applicable Agent Secured Party may reasonably request from time to time to give effect to such right; provided that the Secured Party will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Equity Interest in any Regulated Subsidiary, in each case to the extent that such action would require any notice to, filing with or the taking of any other action by a Governmental Authority, unless such notice, filing or action shall have been made, granted or approved.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing (and, with respect to Securities issued by AIA Group Limited and owned by the AIA SPV, unless the Rights Holder, on behalf of the Secured Parties, shall have foreclosed upon such Securities), each Lien Grantor Pledgor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent Secured Parties will, upon receiving a written request from such Lien GrantorPledgor, deliver to such Lien Grantor Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent a Secured Party or its nominee or any such Pledged Security Securities Entitlement as to which the Agent Secured Party or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the AgentRights Holder on behalf of the Secured Parties. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent no Secured Party will have no any right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent Secured Parties will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsCollateral, with the same force and effect as if the Applicable Agent Secured Parties were the absolute and sole owner thereof, and each Lien Grantor Pledgor will take all such action as the Applicable Agent Rights Holder, on behalf of the Secured Parties, may reasonably request from time to time to give effect to such right; provided that the Secured Parties will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Equity Interest in any Regulated Subsidiary, in each case to the extent that such action would require any notice to, filing with or the taking of any other action by a Governmental Authority, unless such notice, filing or action shall have been made, granted or approved.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Agent to such Lien Grantor, the Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right; provided that the Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the capital stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security Equity Interest owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security Equity Interest that is registered in the name of the Collateral Agent or its nominee nominee, or any such documents certifying that the Pledged Security Entitlement as to which Certificated securities are deposited with the Agent or its nominee is the Entitlement HolderCollateral Agent, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged security, Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsInterests, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless and until (A) an Event of Default shall have occurred and be continuing, continuing and (B) the Administrative Agent shall have notified the Borrowers that the rights of the Grantors are being suspended under this Section 8: (i) each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, shall promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless ; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and shall if certificated be held in trust for the benefit of the Administrative Agent and the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (b) If (A) an Event of Default shall have occurred and be continuingcontinuing and (B) the Administrative Agent shall have notified the Borrowers that the rights of the Grantors are being suspended under this Section 8, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise, in each case pursuant to the terms of paragraph (a) of this Section 8.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security Equity Interest owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security Equity Interest that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsInterests, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, upon written notice from the Applicable Collateral Agent to the applicable Lien Grantor, the Collateral Agent will have the right (but not the obligation), to the extent permitted by law and subject to having obtained any required regulatory approvals (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security Equity Interest owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security Equity Interest that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Equity Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsInterests, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest partnership interest, whether general or limited, or Pledged LLC Interestmembership interest or similar interest in a limited liability company, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have notified it of its intent to exercise its rights under the Security Documents, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have notified such owner of its intent to exercise its rights under the Security Documents, the Applicable Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have notified a Lien Grantor of its intent to exercise its rights under the Security Documents, the Applicable Administrative Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlementsof such Lien Grantor, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each such Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agentrequest. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Collateral Agent to such Lien Grantor, the Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as may be necessary or as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that the Collateral Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the capital stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Agent to such Lien Grantor, the Agent will have the right (but not the obligation), to the extent permitted by law (and, in and the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), applicable Organization Documents to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right; provided that the Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Capital Stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided hereinMajority Lenders. (b) If an Event of Default shall have occurred and be continuing, upon notice by the Applicable Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were had an interest therein identical to that of the absolute and sole owner thereofapplicable Grantor, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right; provided that the Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the capital stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless (x) with respect to any Pledged Security not credited to a Securities Account, other than any Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any financial asset underlying any Pledged Security or Security Entitlement owned by it and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset financial asset underlying any Pledged Security Entitlement or Security Entitlement, owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security or Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holderentitlement holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any financial asset underlying any Pledged Security or Security Entitlement owned by it and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest Interest, is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any financial asset underlying any Security Interest owned by it and any Uncertificated Securities consisting of shares in a money market fund, a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment PropertySecurities, the other Pledged Equity Interests Security or Security Entitlement (if any) and the Financial Assets financial assets underlying the Pledged Security Entitlementsor Security Entitlement, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingEnforcement Notice directing the Collateral Agent to vote the Pledged Securities is in effect, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuingEnforcement Notice directing the Collateral Agent to do so is in effect, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuingEnforcement Notice directing the Collateral Agent to do so is in effect, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that the Collateral Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the capital stock of any Insurance Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless and until (A) an Event of Default shall have occurred and be continuing, continuing and (B) the Collateral Agent shall have notified the Issuer that the rights of the Grantors are being suspended under this Section 8: (i) each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, shall promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request request; and (ii) each Grantor shall be entitled to receive and be retain any and all dividends, interest, principal and other distributions paid on or distributed in form and substance satisfactory respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture and the other Security Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Indebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and shall if certificated be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent. Unless ). (b) If (A) an Event of Default shall have occurred and be continuingcontinuing and (B) the Collateral Agent shall have notified the Issuer that the rights of the Grantors are being suspended under this Section 8, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that, the Collateral Agent, as directed by the holders of at least a majority in aggregate principal amount of the Notes shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise, in each case pursuant to the terms of paragraph (a) of this Section 8.

Right to Vote Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuingcontinuing (and the Collateral Agent has given written notice as provided in Section 11(b)), each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Actionable Default shall have occurred and be continuingcontinuing and the Collateral Agent has received written instruction from the Majority Holders, the Applicable Collateral Agent will will, upon giving written notice to the applicable Grantor of its intention to exercise such rights, have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsAvailable Portion of Collateral, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right. For the avoidance of doubt, each Grantor shall retain the right to vote, give consents, ratifications and waivers and to take any other action with respect to such Available Portion of Collateral in the event that (i) the Collateral Agent does not give written notice referred to above of its intention to exercise such rights or (ii) all Actionable Defaults shall no longer be continuing, in each case so long as not otherwise prohibited by the terms of the Indenture or hereof.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and Administrative Agent has provided written notice of its exercise of rights pursuant to Section 13(b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, then with written notice to the Applicable Borrower, the Administrative Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest partnership interest, whether general or limited, or Pledged LLC Interestmembership interest or similar interest in a limited liability company, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given the notice described in subsection (b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the AgentAdministrative Agent and such Lien Grantor. Unless an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuingcontinuing and upon two (2) Business Days prior written notice from the Administrative Agent to such Lien Grantor of the Administrative Agent’s intention to exercise such rights, the Applicable Administrative Agent will have the right (but not the obligation), to the extent permitted by law applicable Law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Agent shall have notified the Pledgor that the Pledgor’s rights under this Section are suspended, each Lien Grantor the Pledgor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantorthe Pledgor, deliver to such Lien Grantor the Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a any Pledged Securities constituting Partnership Interest or Pledged LLC Interest that is part of the Collateral is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Securities constituting Partnership Interest Interests or Pledged LLC InterestInterests that are part of the Collateral, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the any Investment Property or Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsSecurities that constitute Collateral, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor the Pledgor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory reasonably acceptable to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Collateral Agent to such Lien Grantor, the Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that the Collateral Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the capital stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Agentrequest. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of of, or held by, the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Collateral Agent to such Grantor, the Collateral Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, and in the case of a Pledged Partnership Interest pledged interest in a partnership or Pledged LLC InterestLLC, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in reasonably requested by such request and be in form and substance satisfactory to the AgentLien Grantor. Unless an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law Applicable Law (and, in the case of a Pledged Partnership Interest or Pledged LLC InterestCollateral consisting of any Security that is subject to any Permitted Encumbrances, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document to the extent of any Permitted Encumbrances contained in such agreement or governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests Securities (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless and until (A) an Event of Default shall have occurred and be continuing, continuing and (B) the Collateral Agent shall have notified the Issuer that the rights of the Grantors are being suspended under this Section 8: (i) each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, shall promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless ; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture and the other Security Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Indebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and shall if certificated be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). (b) If (A) an Event of Default shall have occurred and be continuingcontinuing and (B) the Collateral Agent shall have notified the Issuer that the rights of the Grantors are being suspended under this Section 8, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that, unless otherwise directed by the holders of at least a majority in aggregate principal amount of the Notes, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise, in each case pursuant to the terms of paragraph (a) of this Section 8.

Right to Vote Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuingcontinuing (and the Collateral Agent has given written notice as provided in Section 11(b)), each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, including in each case, shares issued by Spectrum that are recorded at Bank of New York Mellon in the name of the Collateral Agent, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Actionable Default shall have occurred and be continuingcontinuing and the Collateral Agent has received written instruction from the Majority Holders, the Applicable Collateral Agent will will, upon giving written notice to the applicable Grantor of its intention to exercise such rights, have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsAvailable Portion of Collateral, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right. For the avoidance of doubt, each Grantor shall retain the right to vote, give consents, ratifications and waivers and to take any other action with respect to such Available Portion of Collateral (including, when applicable, shares issued by Spectrum that are recorded at Bank of New York Mellon in the name of the Collateral Agent) in the event that (i) the Collateral Agent does not give written notice referred to above of its intention to exercise such rights or (ii) all Actionable Defaults shall no longer be continuing, in each case so long as not otherwise prohibited by the terms of the Indenture or hereof.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in a money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Pledged Security Entitlement owned by it and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in a money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Pledged Security Entitlement owned by it and any Uncertificated Securities representing of shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in any money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Security Entitlement owned by it and any Uncertificated Securities consisting of shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent will, upon receiving a written request from such Lien Grantor, promptly deliver (or cause to be delivered) to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, and after written notice from the Applicable Agent to such Lien Grantor, the Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, and not prohibited by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), applicable Organization Documents to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent may reasonably request from time to time to give effect to such right; provided that the Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Capital Stock of any Regulated Subsidiary, in each case to the extent that such action would require prior regulatory approval under applicable law, unless such approval shall have been granted.

Right to Vote Securities. (a) Unless (i) (x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in a money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Pledged Security Entitlement owned by it and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless (i)(x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in a money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Pledged Security Entitlement owned by it and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If (i)(x) with respect to any Pledged Security not credited to a Securities Account other than any Uncertificated Security representing shares in any money market fund, an Event of Default shall have occurred and be continuingis continuing or (y) with respect to any Pledged Security credited to a Securities Account and any Financial Asset underlying any Security Entitlement owned by it and any Uncertificated Securities consisting of shares in a money market fund , a Specified Event of Default shall have occurred and is continuing and (ii) the Collateral Agent shall have provided notice to the Lien Grantor of the Collateral Agent’s election to terminate the right of such Lien Grantor to exercise such rights,, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given the notice described in subsection (b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the AgentAdministrative Agent and such Lien Grantor. Unless an Event of Default shall have occurred and be continuing, the Applicable Administrative Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (ba) If an Event of Default shall have occurred and be continuingcontinuing and upon two (2) Business Days prior written notice from the Administrative Agent to such Lien Grantor of the Administrative Agent’s intention to exercise such rights, the Applicable Administrative Agent will have the right (but not the obligation), to the extent permitted by law applicable Law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in reasonably requested by such request and be in form and substance satisfactory to the AgentLien Grantor. Unless an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Actionable Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified such Lien Grantor that it elects to exercise the remedies provided in this Section 10, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law Applicable Law (and, in the case of a Pledged Partnership Interest or Pledged LLC InterestCollateral consisting of any Security that is subject to any Permitted Encumbrances, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document to the extent of any Permitted Encumbrances contained in such agreement or governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests Securities (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and Administrative Agent has provided written notice of its exercise of rights pursuant to Section 13(b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Administrative Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Administrative Agent or its nominee or any such Pledged Security Entitlement as to which the Administrative Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Administrative Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, then with written notice to the Applicable U.S. Borrower, the Administrative Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest partnership interest, whether general or limited, or Pledged LLC Interestmembership interest or similar interest in a limited liability company, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Administrative Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Administrative Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent Collateral Trustee will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent Collateral Trustee or its nominee or any such Pledged Security Entitlement as to which the Agent Collateral Trustee or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Agent. Unless Collateral Trustee. (b) If an Event of Actionable Default shall have occurred and be continuing, the Applicable Agent Collateral Trustee will have no right if it has given the applicable Grantor prior written notice of its intention to take any action exercise such rights (which it will do at the owner written direction of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent will Authorized Representative) have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Agent Collateral Trustee were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Agent Collateral Trustee may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless and until (A) an Event of Default shall have occurred and be continuing, continuing and (B) the Collateral Agent shall have notified the Borrower that the rights of the Grantors are being suspended under this Section 8: (i) each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, shall promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless ; and (ii) each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests or Pledged Indebtedness, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and shall if certificated be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). (b) If (A) an Event of Default shall have occurred and be continuingcontinuing and (B) the Collateral Agent shall have notified the Borrower that the rights of the Grantors are being suspended under this Section 8, the Applicable Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise, in each case pursuant to the terms of paragraph (a) of this Section 8.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuing, each Lien Grantor Loan Party will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien GrantorLoan Party, deliver to such Lien Grantor Loan Party or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor Loan Party will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have has occurred and be continuingis continuing and the Collateral Agent has notified the Company in writing of its intent to exercise its rights under the Security Documents, each Lien Grantor the Company will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement Securities owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantorthe Company, deliver to such Lien Grantor the Company or as specified in such request request, such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security Securities that is are registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have has occurred and be continuingis continuing and the Collateral Agent has notified the Company of its intent to exercise its rights under the Security Documents, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest Securities is entitled to take with respect thereto, except the right to receive payments and other distributions but only to the extent provided herein. (b) If an Event of Default shall have has occurred and be continuingis continuing and the Collateral Agent has notified the Company in writing of its intent to exercise its rights under the Security Documents, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsInterests, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor the Company will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified the Lien Grantors that their rights under this Section 11 are being suspended, each Lien Grantor will have the right, from time to time, right to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified the Lien Grantors that their rights under this Section 11 are being suspended, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If Subject to Section 12(e), if an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have notified the Lien Grantors that their rights under this Section 11 are being suspended, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right; provided that the Collateral Agent shall have the right but not the obligation, from time to time, during the continuation of an Event of Default, to permit the Lien Grantors to exercise such rights. (c) AFTER ANY AND ALL EVENTS OF DEFAULT HAVE BEEN CURED OR WAIVED, (I) EACH LIEN GRANTOR SHALL HAVE THE RIGHT TO EXERCISE THE VOTING, MANAGERIAL AND OTHER CONSENSUAL RIGHTS AND POWERS THAT IT WOULD OTHERWISE BE ENTITLED TO EXERCISE PURSUANT TO THE LOAN DOCUMENTS AND TO RECEIVE AND RETAIN THE PAYMENTS, PROCEEDS, DIVIDENDS, DISTRIBUTIONS, MONIES, COMPENSATION, PROPERTY, ASSETS, INSTRUMENTS OR RIGHTS THAT IT WOULD BE AUTHORIZED TO RECEIVE AND RETAIN PURSUANT TO THE LOAN DOCUMENTS; AND (II) PROMPTLY FOLLOWING ANY REQUEST THEREFOR FROM ANY LIEN GRANTOR AFTER SUCH CURE OR WAIVER, (A) THE COLLATERAL AGENT SHALL REPAY AND DELIVER TO EACH LIEN GRANTOR ALL CASH AND MONIES THAT SUCH LIEN GRANTOR IS ENTITLED TO RETAIN PURSUANT TO THE LOAN DOCUMENTS WHICH HAVE NOT BEEN APPLIED TO THE REPAYMENT OF THE SECURED OBLIGATIONS AND (B) AS APPLICABLE, THE COLLATERAL AGENT SHALL RESTORE THE RECORD OWNERSHIP OF ANY SUCH COLLATERAL TO EACH LIEN GRANTOR.

Right to Vote Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuingcontinuing and the Collateral Trustee shall have given the notice described in subsection (b) below, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security of its Subsidiaries owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless . (b) If an Event of Actionable Default shall have occurred and be continuing, and upon five (5) Business Days’ prior written notice from the Applicable Agent will have no right Collateral Trustee to take any action which such Grantor of the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled Collateral Trustee’s intention to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuingexercise such rights, the Applicable Collateral Agent will will, if it has given the applicable Grantor prior written notice of its intention to exercise such rights, have the right (but not and in the obligation)case of any Pledged Equity Interests of any Subsidiary, the exclusive right) to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right. For the avoidance of doubt, each Grantor shall retain the right to vote, give consents, ratifications and waivers and to take any other action with respect to such Collateral in the event that (i) the Collateral Trustee does not give written notice referred to above of its intention to exercise such rights or (ii) all Actionable Defaults shall no longer be continuing, in each case so long as not otherwise prohibited by the terms of the Senior Secured Note Indenture, any Additional Secured Debt Facility or this Agreement.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing (and, with respect to Securities issued by AIA Group Limited and owned by the AIA SPV, unless the Rights Holder, on behalf of the Secured Parties, shall have foreclosed upon such Securities), each Lien Grantor 27 (NY) 07865/002/RECAPITALIZATION/AIG.Recap.GPA.doc Pledgor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Agent Secured Parties will, upon receiving a written request from such Lien GrantorPledgor, deliver to such Lien Grantor Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Agent a Secured Party or its nominee or any such Pledged Security Securities Entitlement as to which the Agent Secured Party or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the AgentRights Holder on behalf of the Secured Parties. Unless an Event of Default shall have occurred and be continuing, the Applicable Agent no Secured Party will have no any right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuing, the Applicable Agent Secured Parties will have the exclusive right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsCollateral, with the same force and effect as if the Applicable Agent Secured Parties were the absolute and sole owner thereof, and each Lien Grantor Pledgor will take all such action as the Applicable Agent Rights Holder, on behalf of the Secured Parties, may reasonably request from time to time to give effect to such right; provided that the Secured Parties will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Equity Interest in any Regulated Subsidiary, in each case to the extent that such action would require any notice to, filing with or the taking of any other action by a Governmental Authority, unless such notice, filing or action shall have been made, granted or approved.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing for a period of at least ten days, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance satisfactory to the Collateral Agent. Unless an Event of Default shall have occurred and be continuingcontinuing for a period of at least ten days, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If an Event of Default shall have occurred and be continuingcontinuing for a period of at least ten days, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless an Event of Default shall have occurred and be continuingcontinuing and until receipt of notice from the Collateral Agent, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Collateral Agent or its nominee is the Entitlement Holder, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless directed to do so by the Administrative Agent at a time when an Event of Default shall have occurred and be continuingcontinuing and unless it shall have given notice to the relevant Lien Grantor, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest or Pledged LLC Interest is entitled to take with respect thereto, except the right to receive and retain payments and other distributions to the extent provided hereinin Section 15. For the avoidance of doubt, until an Event of Default shall have occurred and be continuing, the Collateral Agent agrees (i) with respect to each Issuer Control Agreement, not to issue any "instruction" (as defined in Section 8-102 of the UCC) to the Issuer (as defined in such Issuer Control Agreement) and (ii) with respect to each Securities Control Agreement, no to issue any "entitlement order" (as defined in Section 8-102 of the UCC) to the Securities Intermediary (as defined in such Securities Control Agreement). (b) If an Event of Default shall have occurred and be continuing, following notice to the Applicable relevant Lien Grantor the Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security Entitlements, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.

Right to Vote Securities. (a) Unless (x) with respect to any Pledged Security and any Pledged Equity Interest not credited to a Securities Account, other than Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security and any Pledged Equity Interest credited to a Securities Account and any Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, each Lien Grantor will have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to any Pledged Security owned by it and the Financial Asset underlying any Pledged Security Entitlement Equity Interest, owned by it, and the Collateral Agent will, upon receiving a written request from such Lien Grantor, promptly deliver to such Lien Grantor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any such Pledged Security or Pledged Equity Interest, as the case may be, that is registered in the name of the Collateral Agent or its nominee or any such Pledged Security Entitlement as to which the Agent or its nominee is the Entitlement Holdernominee, in each case as shall be specified in such request and be in form and substance reasonably satisfactory to the Collateral Agent. Unless (x) with respect to any Pledged Security and any Pledged Equity Interest not credited to a Securities Account and Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security and any Pledged Equity Interest credited to a Securities Account other than Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have no right to take any action which the owner of a Pledged Partnership Interest Security or a Pledged LLC Interest Equity Interest, as the case may be, is entitled to take with respect thereto, except the right to receive payments and other distributions to the extent provided herein. (b) If (x) with respect to any Pledged Security not credited to a Securities Account other than Uncertificated Securities representing shares in a money market fund, an Event of Default shall have occurred and be continuing or (y) with respect to any Pledged Security credited to a Securities Account other than Uncertificated Securities representing shares in a money market fund, a Specified Event of Default shall have occurred and be continuing, the Applicable Collateral Agent will have the right (but not the obligation), to the extent permitted by law (and, in the case of a Pledged Security, Pledged Partnership Interest or Pledged LLC Interest, by the relevant partnership agreement, limited liability company agreement, operating agreement or other governing document), ) to vote, to give consents, ratifications and waivers and to take any other action with respect to the Pledged Investment Property, the other Pledged Equity Interests (if any) and the Financial Assets underlying the Pledged Security EntitlementsInterests, with the same force and effect as if the Applicable Collateral Agent were the absolute and sole owner thereof, and each Lien Grantor will take all such action as the Applicable Collateral Agent may reasonably request from time to time to give effect to such right.