Common use of Voting and Payment Rights in Respect of the Pledged Equity Clause in Contracts

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, after delivery of written notice thereof from the Administrative Agent to such Obligor, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and upon one (1) Business Day’s prior written notice to the Obligors, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations. Upon the cure or waiver of such Event of Default in accordance with the terms of the Credit Agreement, the Administrative Agent shall as soon reasonably practicable repay to each Obligor all dividends, interest, principal or other distributions received by the Administrative Agent pursuant to this clause (ii) that such Obligor would otherwise have been permitted to retain pursuant to the terms of clause (i) above that (x) were not applied to repay the Obligations in accordance with the Credit Agreement and other Loan Documents and (y) that the Administrative Agent is not otherwise required to hold for the repayment of the Obligations in accordance with the Credit Agreement and other Loan Documents.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Pledgor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During After the continuance occurrence and during the continuation of an Event of DefaultDefault and after the Collateral Agent has provided written notice to the Borrower, (1A) all rights of an Debtor a Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rightsrights to the extent permitted by applicable law, (2B) all rights of an Debtor a Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest paymentspayments to the extent permitted by applicable law, and (3C) all dividends, principal and interest payments which are received by a Debtor Pledgor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorPledgor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Credit Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Loan Facility Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Loan Facility Agreement; and (Bii) During the continuance of an a Credit Event of Defaultand upon one (1) Business Day’s prior written notice to the Obligors, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Servicer which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Servicer which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyServicer, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Servicer as Collateral in the exact form received, to be held by the Secured Party Servicer as Collateral and as further collateral security for the Secured Obligations. Upon the cure or waiver of such Credit Event in accordance with the terms of the Loan Facility Agreement, the Servicer shall as soon reasonably practicable repay to each Obligor all dividends, interest, principal or other distributions received by the Servicer pursuant to this clause (ii) that such Obligor would otherwise have been permitted to retain pursuant to the terms of clause (i) above that (x) were not applied to repay the Guaranteed Obligations in accordance with the Loan Facility Agreement and other Credit Documents and (y) that the Servicer is not otherwise required to hold for the repayment of the Guaranteed Obligations in accordance with the Loan Facility Agreement and other Credit Documents.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Indenture and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed not otherwise prohibited under the Securities Purchase AgreementIndenture; and (Bii) During the continuance of an Event of DefaultDefault and upon written notice to the Company and the applicable Obligor, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting subject to any requirement that Collateral which are addressed hereinabovebe delivered to the Administrative Agent hereunder), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor Pledgor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity Collateral of such Debtor Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, principal and interest paymentspayments to the extent the Administrative Agent is permitted to retain such amounts under the Credit Agreement, and (3C) all dividends, principal and interest payments which are received by a Debtor Pledgor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorPledgor, and shall be forthwith paid over to the Secured Party Administrative Agent as Pledged Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, upon notice from the Administrative Agent, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault after delivery of written notice from the Administrative Agent, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and until such time that such Event of Default is cured or waived by the Administrative and the Required Lenders in accordance with the Credit Documents, upon written notice to the Obligors, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinaboveconsisting of certificated securities), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall shall, upon notice from the Administrative Agent, cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall shall, upon notice from the Administrative Agent, cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Unless and until an Event of Default shall existhave occurred and is continuing and the Administrative Agent shall have notified the Grantors that their rights under this clause (e) are being suspended, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove)dividends, principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase AgreementCredit Agreement provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests in the issuer of any Pledged Equity or received in exchange for Pledged Equity 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 Equity and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsements, stock or note powers and other instruments of transfer reasonably requested by the Administrative Agent); and (Bii) During Upon the continuance occurrence and during the continuation of an Event of Default, after giving notice to the Company (1which notice may be contemporaneous and may be sent via electronic mail and will be deemed received by a Grantor when so sent), (A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement, and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and. (Bii) During Upon the continuance occurrence of an Event of DefaultDefault and during the continuance thereof, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1Section 8(e)(i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2Section 8(e)(i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2e)(ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party ​ ​ ​ Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in (1) prior to the Secured Party Discharge of Senior Obligations, the Senior Collateral Agent, and (2) thereafter, the Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in (1) prior to the Secured Party Discharge of Senior Obligations, the Senior Collateral Agent, and (2) thereafter, the Collateral Agent, which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of (1) prior to the Secured PartyDischarge of Senior Obligations, the Senior Collateral Agent, and (2) thereafter, the Collateral Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Collateral Agent or the Senior Collateral Agent, as applicable, as Collateral in the exact form received, to be held by the Secured Party Collateral Agent or the Senior Collateral Agent, as applicable, as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, upon notice to each Grantor that Administrative Agent is exercising such rights, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to 4862-1549-8294, v. 6 ACTIVE/119444361.4 receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Unless and until there shall have occurred and be continuing an Event of Default shall existunder the Credit Agreement, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault under the Credit Agreement and following written notice to the Company, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (i) Except to the extent clause (ii) then applies, each Obligor may (A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of If an Event of DefaultDefault has occurred and is continuing, the Administrative Agent shall be entitled to give the Obligors notice of the Administrative Agent’s exercise of its rights under this clause (ii) and, upon delivery of such notice and thereafter so long as such Event of Default is continuing, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends and distributions (other than stock dividends and other dividends and distributions constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, distributions, principal and interest payments, and (3C) all dividends, distributions, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations. (iii) In accordance with Section 7.05(b) of the Credit Agreement, prior to any exercise of remedies in connection with the Loan Documents, the Administrative Agent will allow a distribution in an amount to cover the tax liabilities of the members of the Borrower related to such members’ ownership interests in the Borrower, provided that, written evidence reasonably satisfactory to the Administrative Agent is given to the Administrative Agent evidencing such tax liability.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall shall, upon notice from the Administrative Agent to such Obligor, cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall shall, upon notice from the Administrative Agent to such Obligor, cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall existexist and be continuing, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are expressly addressed hereinaboveherein above), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. [Hain] Security and Pledge Agreement #66940863 (Ai) So long as no Event of Default shall existexist upon notice from the Administrative Agent, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Unless an Event of Default shall existhave occurred and be continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove)dividends, principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral Pledged Equity such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral Pledged Equity in the exact form received, to be held by the Secured Party Administrative Agent as Collateral Pledged Equity and as further collateral security for the Secured Obligations. Notwithstanding the foregoing, the Obligors shall be permitted to make Restricted Payments in accordance with the Credit Agreement.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Grantor shall have received written notice from the Administrative Agent that an Event of Default shall existexist and the Administrative Agent is, Debtor pursuant thereto, exercising any or all such rights, each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor Pledgor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity Collateral of such Debtor Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, principal and interest paymentspayments to the extent the Administrative Agent is permitted to retain such amounts under the Credit Agreement, and (3C) all dividends, principal and interest payments which are received by a Debtor Pledgor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCHAR1\1462947v8 Administrative Agent, shall be segregated from other property or funds of such DebtorPledgor, and shall be forthwith paid over to the Secured Party Administrative Agent as Pledged Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, ; (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, ; and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred which has not been waived in writing by the Administrative Agent, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement, and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed to do so under the Securities Purchase Credit Agreement; and (Bii) During After the continuance occurrence of an Event of Default, Default which has not been waived in writing by the Administrative Agent (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1e)(i)(A) above shall cease cease, and all such rights shall thereupon become vested in the Secured Party Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2e)(i)(B) above shall cease cease, and all such rights shall thereupon be vested in the Secured Party Administrative Agent, which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2e)(ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default has occurred and is continuing and until the Lender shall existhave provided the Borrower and the applicable Obligor written notice, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon the occurrence and during the continuance of an Event of DefaultDefault and until the Lender shall have provided the Borrower and the applicable Obligor written notice, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Loan Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Loan Agreement; and (Bii) During the continuance existence of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor each Obligor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor each Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor any Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Loan Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest 17 paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Loan Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existexist and no notice has been given by the Administrative Agent pursuant to clause (ii) below, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and following the giving of notice by the Administrative Agent to such Obligor of the exercise by the Administrative Agent of the rights under this clause (ii), (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) i. So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Loan Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Loan Agreement; and (B) ii. During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Pledgor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During After the continuance occurrence and during the continuation of an Event of DefaultDefault and after the Collateral Agent has provided written notice to the Borrower, (1A) all rights of an Debtor a Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rightsrights to the extent permitted by applicable Law, (2B) all rights of an Debtor a Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest paymentspayments to the extent permitted by applicable Law, and (3C) all dividends, principal and interest payments which are received by a Debtor Pledgor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorPledgor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement any Loan Document and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and following receipt by the Obligors of written notice thereof from the Administrative Agent, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of permitted by this Agreement or the Securities Purchase Credit Agreement and (2B) subject to the requirements of this Agreement, receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove)dividends, principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and upon written notice to the Borrower, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not unless inconsistent with the terms of this Agreement or the Securities Purchase Agreement any other Loan Document and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreementxxxxxxxxx; and (Bii) During After the occurrence and during the continuance of an Event of DefaultDefault and at such time as Lender shall be lawfully entitled to exercise such rights and remedies hereunder, and solely for purposes of exercising such rights and remedies, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender, which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations, and (D) Lender shall have the sole right to exercise any rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but Lender shall have no duty to any Obligor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon the continuance occurrence of an Event of DefaultDefault and during the continuation thereof, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed not prohibited under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (B) and During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Facility Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Facility Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of owned by such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement, and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinaboveCollateral), principal or interest paid in respect of the Pledged Equity owned by such Obligor to the extent they are allowed under the Securities Purchase Credit Agreement; and. (Bii) During Upon the occurrence and during the continuance of an Event of DefaultDefault and, in the case of clause (ii)(A) below, after receipt by the Borrower Representative of written notice from the Collateral Agent, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1Section 8(f)(i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2Section 8(f)(i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2Section 8(f)(ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existthen exists with respect to the Bond Obligations, Debtor Grantor may continue to (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor owned by Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and Bond Documents, (2B) receive and retain any and all dividends and distributions (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; andBond Documents, and (c) exercise any and all rights of Grantor under the operating agreement of the Pledged Company (Bii) During Upon the occurrence and during the continuance of an Event of DefaultDefault and upon written notice by the Trustee to exercise the remedies set forth in this subclause (d)(ii), (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Trustee which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which that it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Trustee which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which that are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyTrustee, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Trustee as Collateral in the exact form received, to be held by the Secured Party Trustee as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they such payments are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon notice from the Administrative Agent to a Grantor, during the continuance of an Event of DefaultDefault (provided that no such notice shall be required upon the occurrence or continuance of an Event of Default under Clauses (g) of Section 7.1 of the Credit Agreement), (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Administrative Agent and the Secured PartyParties, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all distributions and dividends (other than stock dividends and other non-cash distributions and dividends constituting Collateral which that are addressed hereinaboverequired to be delivered to the Administrative Agent pursuant hereto), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon the occurrence and during the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the distributions, dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such distributions, dividends, principal and interest payments, and (3C) all distributions, dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabovesubject to the requirements to pledge such property pursuant to this Agreement), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, the Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Stock Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Stock Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an the Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an the Debtor to receive the dividends, principal and interest payments dividends which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments dividends which are received by a the Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such the Debtor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor and absent written notice from the Lender, each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement, and (2B) receive and retain any and all dividends (other than stock dividends and other dividends distributions constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and. (Bii) During Upon the continuance occurrence of an Event of DefaultDefault and during the continuation thereof, upon written notice from the Lender, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon notice from the Administrative Agent to a Grantor, during the continuance of an Event of Default, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default has occurred and is continuing and until the Administrative Agent shall existhave provided the Borrower and the applicable Obligor written notice, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon the occurrence and during the continuance of an Event of DefaultDefault and until the Administrative Agent shall have provided the Borrower and the applicable Obligor written notice, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Lender which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Lender which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyLender, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Lender as Collateral in the exact form received, to be held by the Secured Party Lender as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, upon notice by the Administrative Agent to the applicable Obligor (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Unless an Event of Default shall existhave occurred and be continuing and the Administrative Agent shall have given written notice to the Borrower of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 8(e)(ii), Debtor the Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor the Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, and upon prior written notice to the Obligor in accordance with Section 8(e)(i), (1A) all rights of an Debtor the Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor the Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor the Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such Debtorthe Obligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) upon prior written notice from the Administrative Agent to the applicable Obligor, all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Put Option Event of Default shall exist, Debtor each Grantor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (Bii) During Upon the occurrence and during the continuance of an Event of Defaulta Put Option Event, (1A) all rights of an Debtor a Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Purchaser Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor a Grantor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Purchaser Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor Grantor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyPurchaser Agent, shall be segregated from other property or funds of such DebtorGrantor, and shall be forthwith paid over to the Secured Party Purchaser Agent as Collateral in the exact form received, to be held by the Secured Party Purchaser Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Loan Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Loan Agreement; and (Bii) During the continuance existence of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and is continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Pledged Equity which is Collateral and which are is addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Upon the occurrence and during the continuance of an Event of Default, upon written notice from the Administrative Agent to any Obligor (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease (until such Event of Default ceases to be continuing) and all such rights shall thereupon become vested in the Secured Party Administrative Agent (until such Event of Default ceases to be continuing) which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease (until such Event of Default ceases to be continuing) and all such rights shall thereupon be vested in the Secured Party Administrative Agent (until such Event of Default ceases to be continuing) which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor may may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Unless and until an Event of Default shall existexist and the Collateral Agent shall have given the Obligors written notice of its intent to exercise its rights under this Agreement at least three business days prior to such exercise, Debtor may each Obligor may: (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor, or any part thereof thereof, for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement; and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral Collateral, which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity Equity, to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During Subject to the Equal Priority Intercreditor Agreement, during the continuance of an Event of Default, Default and upon written notice by the Collateral Agent at least three business days prior to taking any such action: (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1f)(i)(A) above shall cease cease, and all such rights shall thereupon become vested in the Secured Party Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights, ; (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2f)(i)(B) above shall cease cease, and all such rights shall thereupon be vested in the Secured Party Collateral Agent, which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, ; and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2f)(ii)(B) above shall be received in trust trust, for the benefit of the Secured PartyCollateral Agent, shall and shall, if requested by the Collateral Agent, (I) be segregated from other property or funds of such DebtorObligor, and shall (II) be forthwith paid over to the Secured Party Collateral Agent as Collateral Collateral, in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations; and (iii) Notwithstanding anything to the contrary in the foregoing, at any such time as all Events of Default have been expressly waived in writing by the Administrative Agent and/or the Required Lenders, as applicable, have been cured, or are no longer continuing, in each case, in accordance with the terms of the Credit Agreement, and so long as no Secured Obligations have been accelerated at such time, each Obligor shall have the right to exercise the voting and other consensual rights and powers that it would have otherwise been entitled to, and receive payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be authorized to receive, in each case, and retain pursuant to clause (f)(i) above. Notwithstanding anything to the contrary contained herein, the rights, remedies and options of the Collateral Agent contemplated in clause (f)(ii) above shall be exercised by the Collateral Agent solely at the request of, or with the consent of, the Required Lenders.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Indenture and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed not otherwise prohibited under the Securities Purchase AgreementIndenture; and and (Bii) During the continuance of an Event of DefaultDefault (and, if the Intercreditor Agreement is then in effect, subject to the terms thereof) and upon written notice to the Company and the applicable Obligor, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (A) So long as no Event of Default shall exist, Debtor may (1) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement and (2) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Agreement; and (B) During the continuance of an Event of Default, (1) all rights of an Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1) above shall cease and all such rights shall thereupon become vested in the Secured Party Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights, (2) all rights of an Debtor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2) above shall cease and all such rights shall thereupon be vested in the Secured Party Collateral Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3) all dividends, principal and interest payments which are received by a Debtor contrary to the provisions of clause (B)(2) above shall be received in trust for the benefit of the Secured PartyCollateral Agent, shall be segregated from other property or funds of such Debtor, and shall be forthwith paid over to the Secured Party Collateral Agent as Collateral in the exact form received, to be held by the Secured Party Collateral Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Credit Agreement and (2B) receive and retain any and all dividends (other than stock dividends and other similar dividends constituting Collateral which are expressly addressed hereinabove), principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured Party, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith promptly (and in any event within one Business Day of receipt thereof) paid over to the Secured Party as Collateral in the exact form received, to be held by the Secured Party as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall existhave occurred and be continuing, Debtor may each Obligor may: (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor, or any part thereof thereof, for any purpose not inconsistent with the terms of this Agreement or the Securities Purchase Agreement Credit Agreement; and (2B) receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral Collateral, which are addressed hereinabove), principal or interest paid in respect of the Pledged Equity Equity, to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of Default, : (1A) all rights of an Debtor any Obligor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease shall, upon written notice by the Administrative Agent, cease, and all such rights shall thereupon become vested in the Secured Party Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights, ; (2B) all rights of an Debtor any Obligor to receive the dividends, principal and interest payments which that it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease cease, and all such rights shall thereupon be vested in the Secured Party Administrative Agent, which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, ; and (3C) all dividends, principal and interest payments which that are received by a Debtor any Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust trust, for the benefit of the Secured PartyAdministrative Agent, shall be segregated from any other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral Collateral, in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.

Voting and Payment Rights in Respect of the Pledged Equity. (Ai) So long as no Event of Default shall exist, Debtor each Obligor may (1A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Debtor Obligor or any part thereof for any purpose not inconsistent with the terms of permitted by this Agreement or the Securities Purchase Credit Agreement and (2B) subject to the requirements of this Agreement, receive and retain any and all dividends (other than stock dividends and other dividends constituting Collateral which are addressed hereinabove)dividends, principal or interest paid in respect of the Pledged Equity to the extent they are allowed under the Securities Purchase Credit Agreement; and (Bii) During the continuance of an Event of DefaultDefault and upon receipt of written notice from the Administrative Agent, (1A) all rights of an Debtor Obligor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A)(1i)(A) above shall cease and all such rights shall thereupon become vested in the Secured Party Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights, (2B) all rights of an Debtor Obligor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (A)(2i)(B) above shall cease and all such rights shall thereupon be vested in the Secured Party Administrative Agent which shall then have the sole right to receive and hold as Collateral such dividends, principal and interest payments, and (3C) all dividends, principal and interest payments which are received by a Debtor an Obligor contrary to the provisions of clause (B)(2ii)(B) above shall be received in trust for the benefit of the Secured PartyAdministrative Agent, shall be segregated from other property or funds of such DebtorObligor, and shall be forthwith paid over to the Secured Party Administrative Agent as Collateral in the exact form received, to be held by the Secured Party Administrative Agent as Collateral and as further collateral security for the Secured Obligations.