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

Rights in Respect of Investment Property. Subject to any order of the Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereof, after the occurrence and during the continuance of an Event of Default (i) the Administrative Agent at the direction of the Required Lenders may, upon written notice to the relevant Loan Party, transfer or register in the name of the Administrative Agent or any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all 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”) 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 meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its 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 Administrative 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 Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Administrative Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable Law, after the Administrative Agent’s giving of the notice specified in clause (i) of this 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 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 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured Obligations), and (iii) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies and other instruments that the Administrative Agent or a Lender may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.04.

Rights in Respect of Investment Property. Subject During the existence of an Event of Default, subject to any order of the Bankruptcy Court (including the DIP Order) and the Intercreditor Agreement upon the effectiveness thereof), after the occurrence and during the continuance of an Event of Default (i) the Administrative Agent at the direction of the Required Majority Lenders may, upon written notice to the relevant Loan Credit Party, transfer or register in the name of the Administrative Agent or any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all 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 Credit Party with respect thereto (as used in this Section 10.04 14.06 collectively, the “Pledged Collateral”) held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan Credit Party, exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 Administrative 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 Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Administrative Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable Lawapplicable law, after the Administrative Agent’s giving of the notice specified in clause (i) of this Section 10.0414.06, 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 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 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Credit Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured ObligationsIndebtedness), and (iii) each Loan Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies and other instruments that the Administrative Agent or a Lender may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 14.06 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.0414.06.

Rights in Respect of Investment Property. Subject (a) [Reserved] (b) During the existence of an Event of Default, subject to any order of the Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereofBankruptcy Court, after the occurrence and during the continuance of an Event of Default (i) the Administrative Agent at the direction of the Required Majority Lenders may, upon written notice to the relevant Loan PartyObligor, transfer or register in the name of the Administrative Agent or any of its nominees, for the benefit of the Secured PartiesAgent, L/C Issuer and the Lenders, any or all of the Collateral consisting of all 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 remedies, and claims of any Loan Party Obligor with respect thereto (as used in this Section 10.04 6.11(b) collectively, the “Pledged Collateral”) held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan PartyObligor, exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 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 Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges privileges, or options, and the Administrative Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable LawLegal Requirements, after the Administrative Agent’s giving of the notice specified in clause (i) of this 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 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 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured Obligations), and (iii) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies and other instruments that the Administrative Agent or a Lender may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.04.this

Rights in Respect of Investment Property. Subject to any order of During the Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereof, after the occurrence and during the continuance existence of an Event of Default Default, subject to the Financing Orders, (i) the Administrative Collateral Agent at the direction of the Required Lenders may, upon written notice to the relevant Loan Party, transfer or register in the name of the Administrative Collateral Agent or any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all 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 11.6 collectively, the “Pledged Collateral”) held by the Administrative Collateral Agent hereunder, and the Administrative Collateral Agent or its nominee may thereafter, after written notice to the applicable Loan Party, exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 Administrative Collateral 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 Administrative Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Administrative Collateral Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable Requirements of Law, after the Administrative Collateral Agent’s giving of the notice specified in clause (i) of this Section 10.0411.6, 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 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 Administrative 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured Obligations)distributions, and (iii) each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all such proxies and other instruments that as the Administrative Collateral Agent or a Lender may reasonably request for the purpose of enabling the Administrative Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 11.6 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.0411.6.

Rights in Respect of Investment Property. Subject During the existence of an Event of Default, subject to any order of the Bankruptcy Court (including the DIP Order) and the Intercreditor Agreement upon the effectiveness thereof), after the occurrence and during the continuance of an Event of Default (i) the Administrative Agent at the direction of the Required Majority Lenders may, upon written notice to the relevant Loan Credit Party, transfer or register in the name of the Administrative Agent or any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all 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 Credit Party with respect thereto (as used in this Section 10.04 13.06 collectively, the “Pledged Collateral”) held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan Credit Party, exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 Administrative 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 Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Administrative Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable Lawapplicable law, after the Administrative Agent’s giving of the notice specified in clause (i) of this Section 10.0413.06, 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 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 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Credit Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured ObligationsIndebtedness), and (iii) each Loan Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies and other instruments that the Administrative Agent or a Lender may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 13.06 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.0413.06.

Rights in Respect of Investment Property. Subject 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 OrderDIP Orders) and the Intercreditor Agreement upon Bankruptcy Code, each Loan Party shall permit the effectiveness thereofDIP Agent, after in its discretion or at the occurrence and during request of the continuance of an Event of Default Majority Lenders, from time to time (i) to cause the Administrative Agent at the direction appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of the Required Lenders may, upon written notice to the relevant Loan Party, transfer uncertificated securities or register in the name other types of the Administrative Agent or any of its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all of the issued and outstanding Equity Interests of the Loan Parties now owned or hereafter acquired, 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 10.04 collectively, the “Pledged Collateral”) held owned by any Loan Party to xxxx their books and records with the Administrative 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 hereundergranted 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 Administrative 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 its nominee may thereafter, after written notice other rights relating to the applicable Pledged Collateral owned by any Loan Party, exercise all voting and corporate rights at any meeting of any corporationincluding, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversionwithout limitation, exchange, subscription, subscription or any other rights, privileges, or options pertaining to any of the Equity Interest or investment property constituting such Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 Administrative DIP 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 Administrative DIP Agent shall have no duty to exercise any of the aforesaid rights, privileges privileges, or options, and the Administrative DIP Agent shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, (ii) to upon the extent permitted under Applicable Law, after the Administrative Agent’s giving occurrence of the notice specified in clause (i) an Event of this Section 10.04Default, 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 Administrative 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 distributions (provided that 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 Administrative Agent shall collect shall promptly benefit of the DIP Agent, be returned to each applicable segregated from the other property or funds of such Loan Party after such Event of Default is cured or waived Party, and be forthwith delivered to the extent such DIP Agent as Pledged Collateral was not applied to repay in the Secured Obligationssame form as so received (with any necessary endorsement), and (iii) each . Each Loan Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative DIP Agent all such proxies and other instruments that as the Administrative DIP Agent or a Lender may reasonably request for the purpose of enabling the Administrative DIP Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 10.9 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.0410. 9.

Rights in Respect of Investment Property. Subject During the existence of an Event of Default, subject to any order of the Bankruptcy Court (including the Order) and the Intercreditor Agreement upon the effectiveness thereofDIP Orders), after the occurrence and during the continuance of an Event of Default (i) the Administrative Agent at the direction of the Required Lenders may, upon written notice to the relevant Loan Borrower Party, transfer or register in the name of the Administrative Agent or any of 95 its nominees, for the benefit of the Secured Parties, any or all of the Collateral consisting of all 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 Borrower Party with respect thereto (as used in this Section 10.04 10.06 collectively, the “Pledged Collateral”) held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after written notice to the applicable Loan Borrower Party, exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including the right to exchange at its Permitted Discretion 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 Administrative 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 Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Administrative Agent shall not be responsible for any failure to do so or delay in so doing, (ii) to the extent permitted under Applicable Lawapplicable law, after the Administrative Agent’s giving of the notice specified in clause (i) of this Section 10.0410.05, 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 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 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 distributions (provided that any such Pledged Collateral the Administrative Agent shall collect shall promptly be returned to each applicable Loan Borrower Party after such Event of Default is cured or waived to the extent such Pledged Collateral was not applied to repay the Secured Obligations), and (iii) each Loan Borrower Party shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies and other instruments as are necessary or that the Administrative Agent or a Lender may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 10.04 10.05 and to receive the dividends, interest, and other distributions which it is entitled to receive and retain pursuant to this Section 10.0410.05.