Common use of Prior to Default Clause in Contracts

Prior to Default. So long as no Event of Default shall have occurred and be continuing and such Grantor has not received the notice referred to in subsection (b) below: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral consisting of Pledged Equity and Pledged Debt of such Grantor or any part thereof for any purpose other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the Securities Accounts; provided, however, that such Grantor will not exercise or refrain from exercising any such right if such action would constitute an Event of Default under the New Indenture. (ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the New Indenture Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral shall be, and (to the extent it constitutes Pledged Debt in a principal amount of $1,000,000 or more) shall be forthwith delivered to the Trustee (if not delivered to the Collateral Agent pursuant to the Lender Security Agreement) to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Trustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Trustee (if not required to be delivered to the Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Trustee will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.

Prior to Default. So long as no Event of Default shall have occurred and be continuing and such Grantor has not received the notice referred to in subsection (b) below: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral consisting of Pledged Equity and Pledged Debt of such Grantor or any part thereof for any purpose other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the Securities Accounts; provided, however, that such Grantor will not exercise or refrain from exercising any such right if such action would constitute an Event of Default under the New IndentureLoan Agreement. (ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the New Indenture Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral shall be, and (to the extent it constitutes Pledged Debt in a principal amount of $1,000,000 250,000 or more) shall be forthwith delivered to the Trustee (if not delivered to the Collateral Agent pursuant to the Lender Security Agreement) to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the TrusteeCollateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Trustee (if not required to be delivered to the Collateral Agent pursuant to the Lender Security Agreement) as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Trustee Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.