Common use of Rights in Respect of Investment Property Clause in Contracts

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder), subject to any order of the Bankruptcy Court (including the DIP Orders) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or at the request of the Majority Lenders, from time to time (i) to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Collateral consisting of investment property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Party with respect thereto (collectively, the “Pledged Collateral”) owned by any Loan Party to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral and all rollovers and replacements therefor to reflect the Lien of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Agent of any right, privilege, or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Agent shall have no duty to exercise any of the aforesaid rights, privileges, or options, and the DIP Agent shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, upon the occurrence of an Event of Default, all rights of any Loan Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If any cash dividends or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered to the DIP Agent to hold as Pledged Collateral and shall, if received by such Loan Party, be received in trust for the benefit of the DIP Agent, be segregated from the other property or funds of such Loan Party, and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each Loan Party shall execute and deliver (or cause to be executed and delivered) to the DIP Agent all such proxies and other instruments as the DIP Agent or a Lender may request for the purpose of enabling the DIP Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 9.

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder)Default, subject to any order of the Bankruptcy Court (including the DIP OrdersOrder), (i) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or Administrative Agent at the request direction of the Majority LendersLenders may, from time upon written notice to time (i) to cause the appropriate issuers (andrelevant Credit Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyInvestment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Credit Party with respect thereto (as used in this Section 13.06 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Credit Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, 113 reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under applicable law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 13.06, all rights of any Loan Credit Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Credit Party after such Event of Default is cured or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartyIndebtedness), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each Loan iii) each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 13.06 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 913.06.

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder)Default, subject to any order of the Bankruptcy Court (including the DIP OrdersOrder), (i) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or Administrative Agent at the request direction of the Majority LendersLenders may, from time upon written notice to time (i) to cause the appropriate issuers (andrelevant Credit Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyInvestment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Credit Party with respect thereto (as used in this Section 14.06 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Credit Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateralconversion, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitation, 146 exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under applicable law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 14.06, all rights of any Loan Credit Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Credit Party after such Event of Default is cured or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartyIndebtedness), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each Loan iii) each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 14.06 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 914.06.

Rights in Respect of Investment Property. During Subject to any order of the existence Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereof, after the occurrence and during the continuance of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder), subject to any order of the Bankruptcy Court (including the DIP Orders) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or at the request of the Majority Lenders, from time to time (i) the Administrative Agent at the direction of the Required Lenders may, upon written notice to cause the appropriate issuers (andrelevant Loan Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyall of the issued and outstanding Equity Interests of the Loan Parties now owned or hereafter acquired, Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Party with respect thereto (as used in this Section 10.04 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion Permitted Discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under Applicable Law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 10.04, all rights of any Loan Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends or interests are received by any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Party in violation after such Event of this Pledge and Security Agreement Default is cured or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartySecured Obligations), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each iii) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 10.04 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 910.04.

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder)Default, subject to any order of the Bankruptcy Court (including the DIP Financing Orders) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or at the request of the Majority Lenders, from time to time (i) the Collateral Agent at the direction of the Required Lenders may, upon written notice to cause the appropriate issuers (andrelevant Loan Party, if held with a securities intermediarytransfer or register in the name of the Collateral Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyInvestment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Party with respect thereto (as used in this Section 11.6 collectively, the “Pledged Collateral”) owned held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, after written notice to the applicable Loan Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Collateral Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Collateral Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under Requirements of doubtLaw, upon after the occurrence Collateral Agent’s giving of an Event the notice specified in clause (i) of Defaultthis Section 11.6, all rights of any Loan Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If any cash dividends or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered to the DIP Agent to hold as Pledged Collateral and shall, if received by such Loan Party, be received in trust for the benefit of the DIP Agent, be segregated from the other property or funds of such Loan Partydistributions, and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each iii) each Loan Party shall execute and deliver (or cause to be executed and delivered) to the DIP Collateral Agent all such proxies and other instruments as the DIP Collateral Agent or a Lender may reasonably request for the purpose of enabling the DIP Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 11.6 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 911.6.

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder)Default, subject to any order of the Bankruptcy Court (including the DIP Orders) and the Bankruptcy Code), each Loan Party shall permit the DIP Agent, in its discretion or at the request of the Majority Lenders, from time to time (i) the Administrative Agent at the direction of the Required Lenders may, upon written notice to cause the appropriate issuers (andrelevant Borrower Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of 95 its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyInvestment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Borrower Party with respect thereto (as used in this Section 10.06 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Borrower Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under applicable law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 10.05, all rights of any Loan Borrower Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Borrower Party after such Event of Default is cured or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartyObligations), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each Loan iii) each Borrower Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as are necessary or that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 10.05 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 910.05.

Rights in Respect of Investment Property. During Subject to any order of the existence Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereof, after the occurrence and during the continuance of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder), subject to any order of the Bankruptcy Court (including the DIP Orders) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or at the request of the Majority Lenders, from time to time (i) the Administrative Agent at the direction of the Required Lenders may, upon written notice to cause the appropriate issuers (andrelevant Loan Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyall of the issued and outstanding Equity Interests of the Loan Parties now owned or hereafter acquired, Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Party with respect thereto (as used in this Section 10.04 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion Permitted Discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under Applicable Law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 10.04, all rights of any Loan Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends or interests are received by any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Party in violation after such Event of this Pledge and Security Agreement Default is cured or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartySecured Obligations), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each iii) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 10.04 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 1010.04. 9.143

Rights in Respect of Investment Property. During the existence of an Event of Default and upon delivery of the Remedies Notice in accordance with Section 7.2 (including the five (5) Business Days prior delivery time period required thereunder)Default, subject to any order of the Bankruptcy Court (including the DIP OrdersOrder), (i) and the Bankruptcy Code, each Loan Party shall permit the DIP Agent, in its discretion or Administrative Agent at the request direction of the Majority LendersLenders may, from time upon written notice to time (i) to cause the appropriate issuers (andrelevant Credit Party, if held with a securities intermediarytransfer or register in the name of the Administrative Agent or any of its nominees, such securities intermediary) for the benefit of uncertificated securities the Secured Parties, any or other types all of the Collateral consisting of investment propertyInvestment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies and claims of any Loan Credit Party with respect thereto (as used in this Section 14.06 collectively, the “Pledged Collateral”) owned held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Credit Party, exercise all voting and corporate rights at any Loan Party to xxxx their books and records with the numbers and face amounts meeting of all such uncertificated securities any corporation, partnership, or other types business entity issuing any of the Pledged Collateral and any and all rollovers and replacements therefor to reflect the Lien rights of the DIP Agent granted pursuant to this Pledge and Security Agreement and to register in the name of the DIP Agent such Pledged Collateral, and each Loan Party will take any actions necessary to cause the issuer and/or any securities intermediary of such Pledged Collateral to cause the DIP Agent to have and retain Control over such Pledged Collateral, and (ii) without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by any Loan Party, including, without limitationconversion, exchange, subscription subscription, or any other rights, privileges, or options pertaining to any Equity Interest or investment property constituting such of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization, or other readjustment of any corporation, partnership, or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or the DIP Administrative Agent of any right, privilege, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the DIP Administrative Agent shall have no duty to exercise any 144 of the aforesaid rights, privileges, privileges or options, and the DIP Administrative Agent shall not be responsible for any failure to do so or delay in so doing. For , (ii) to the avoidance extent permitted under applicable law, after the Administrative Agent’s giving of doubt, upon the occurrence notice specified in clause (i) of an Event of Defaultthis Section 14.06, all rights of any Loan Credit Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and to receive the dividends, interest, interest and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the DIP Administrative Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest, and other distribution. If distributions (provided that any cash dividends such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Credit Party after such Event of Default is cured or interests are received by any Loan Party in violation of this Pledge and Security Agreement or this Agreement, such cash dividends and interest shall, whenever paid or made, be delivered waived to the DIP Agent to hold as extent such Pledged Collateral and shall, if received by such Loan Party, be received in trust for was not applied to repay the benefit of the DIP Agent, be segregated from the other property or funds of such Loan PartyIndebtedness), and be forthwith delivered to the DIP Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Each Loan iii) each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the DIP Administrative Agent all such proxies and other instruments as that the DIP Administrative Agent or a Lender may reasonably request for the purpose of enabling the DIP Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.9 14.06 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10. 914.06.