Common use of After all Events of Default have been cured or waived and the Borrower Clause in Contracts

After all Events of Default have been cured or waived and the Borrower. has delivered to the Agent a certificate to that effect, the Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Agent to the relevant Pledgors of the Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Agent to the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall revoke its notification of suspension of dividend rights delivered pursuant to paragraph (b) of this Section 3.06 and promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal dividends or other distributions that such Pledgor each Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to the relevant Pledgors shall have notified a Grantor of the Agent’s intention to exercise suspension of its rights hereunderunder paragraph (a)(i) of this Section 3.06, then all rights of any Pledgor the Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors such Grantor to exercise such rights; provided further that such Grantor may refuse to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all the Collateral Agent shall revoke its notification of suspension of voting rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise delivered pursuant to paragraph (a)(ic) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated3.06. (d) Any notice given by the Collateral Agent to the Pledgors a Grantor suspending their its rights under paragraph (a) of this Section 2.06 3.06 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors such Grantor under paragraph (a)(i) or paragraph (a)(iiia)(ii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Agent a certificate to that effect, the Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. With respect to Pledged Securities that are ULC Interests, all rights of any Pledgor to receive dividends, interest, principal or other distributions (except for any dividend or distribution comprised of Pledged Securities that are certificated, which shall be delivered to the Agent to hold hereunder in accordance with the terms herein) that such Pledgor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.06 shall continue and not become vested or held in trust for or on behalf of the Agent until such time as such ULC Interests are effectively transferred into the name of the Agent, any other Secured Party or any other Person on the books and records of the applicable ULC. (c) Upon the occurrence and during the continuance of an Event of Default and after written notice by the Agent to the relevant Pledgors Borrower of the Agent’s intention to exercise its rights hereunder, subject to applicable Gaming Laws, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06 with respect to Pledged Securities that are not ULC Interests, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Applicable First Lien Representative, the Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor to exercise the voting and/or other consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06 shall continue and all such rights shall no longer be vested in the Agent for the benefit of the Secured Parties, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, 3.06 shall in each case be reinstated. With respect to Pledged Securities that are ULC Interests, all rights of any Pledgor to exercise the voting and/or other consensual rights and powers that such Pledgor is authorized to exercise pursuant to paragraph (a)(i) of this Section 3.06 shall continue and all such rights shall not become vested in the Agent or the Agent for the benefit of the Secured Parties until such time as such ULC Interests are effectively transferred into the name of the Agent, any other Secured Party or any other Person on the books and records of the applicable ULC. (d) Any notice given by the Agent to the Pledgors Borrower suspending their any Pledgor’s rights under paragraph (aa)(i) of this Section 2.06 (i) 3.06 may be given by telephone if promptly confirmed in writing, writing and (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) of this Section 3.06 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the Administrative Agent shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 2.05 and that remain in such accountaccount and the right of the Grantors to receive and retain any and all dividends, interest principal and other distributions paid on or distributed in respect of the Pledged Securities pursuant to paragraph (a)(iii) of this Section 2.05 shall be reinstated. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Administrative Agent to shall have notified the relevant Pledgors Grantors of the Agent’s intention to exercise its suspension of their rights hereunderunder paragraph (a)(i) of this Section 2.05, all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.062.05, shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights of any Pledgor vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and the Grantors shall have the exclusive right to exercise the voting and/or and consensual rights and powers it is they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.062.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, 2.05 shall in each case be reinstated. (d) Any notice given by the Administrative Agent to the Pledgors Grantors suspending their rights under paragraph (a) of this Section 2.06 2.05 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Pledgors Grantors at the same or different times and (iii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Agent a certificate to that effect, the Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Agent to the relevant Pledgors of the Agent’s intention to exercise its rights hereunder, subject to applicable Requirements of Law, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Agent to the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Agent a certificate to that effect, the Agent shall promptly repay to each the Pledgor (without interest) all dividends, interest, principal or other distributions that such the Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiia)(ii) of this Section 2.06 2.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Agent to the relevant Pledgors Pledgor of the Agent’s intention to exercise its rights hereunder, subject to applicable Requirements of Law, all rights of any the Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, 2.05 shall cease, and to the fullest extent permitted by Brazilian Requirements of Law, the Pledgor shall exercise (or refrain from exercising) all such voting, consent and other rights in respect of the Pledged Quotas in accordance with, and shall thereupon become vested in take no action that is inconsistent with, the written instructions of the Agent, acting for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Pledgor to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Agent a certificate to that effect, all rights of any the Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, 2.05 shall in each case be reinstated. (d) Any notice given by the Agent to the Pledgors Pledgor suspending their rights under paragraph (a) of this Section 2.06 2.05 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors Pledgor at the same or different times and (iii) may suspend the rights of the Pledgors Pledgor under paragraph (a)(i) or paragraph (a)(iiia)(ii) of this Section 2.05 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. ARTICLE III. [Reserved.]

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.07(a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to exercise the voting and/or consensual rights and powers and all other incidental rights of ownership with respect to any Pledged Stock or other Property constituting Pledged Collateral it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.07(a)(i), and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.07(a)(ii), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right right, but not the obligation, from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all rights of any Pledgor each Grantor shall have the right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to paragraph the terms of Section 3.07(a)(i). EACH PLEDGOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY, EXERCISABLE UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO VOTE THE PLEDGED STOCK AND SUCH OTHER PLEDGED COLLATERAL, WITH SUCH PROXY TO REMAIN VALID, SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AND HAS NOT BEEN CURED OR WAIVED, UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL SECURED OBLIGATIONS, THE TERMINATION OR EXPIRATION OF ALL COMMITMENTS AND THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Agent UNLESS SUCH LETTERS OF CREDIT ARE FULLY CASH COLLATERALIZED OR OTHERWISE ADDRESSED PURSUANT TO ANOTHER ARRANGEMENT SATISFACTORY TO EACH APPLICABLE ISSUING BANK). Each Pledgor agrees promptly to deliver to the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) Collateral Agent such additional proxies and other documents as the Collateral Agent may be given by telephone if promptly confirmed in writing, (ii) may be given reasonably request to one or more of exercise the Pledgors at the same or different times voting power and (iii) may suspend the other incidental rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuingownership described above.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall shall, promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to shall have notified the relevant Pledgors Grantors of the Agent’s intention to exercise its suspension of their rights hereunderunder this Section 3.06, all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all rights of any Pledgor each Grantor will have the right to exercise the voting and/or and consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstatedabove. (d) Any notice given by the Agent to the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times and (iii) may suspend the rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.07(a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to exercise the voting and/or consensual rights and powers and all other incidental rights of ownership with respect to any Pledged Stock or other Property constituting Pledged Collateral it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.07(a)(i), and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.07(a)(ii), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, which shall shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right right, but not the obligation, from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all rights of any Pledgor each Grantor shall have the right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to paragraph the terms of Section 3.07(a)(i). EACH PLEDGOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY, EXERCISABLE UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO VOTE THE PLEDGED STOCK AND SUCH OTHER PLEDGED COLLATERAL, WITH SUCH PROXY TO REMAIN VALID, SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AND HAS NOT BEEN CURED OR WAIVED, UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL SECURED OBLIGATIONS. Each Pledgor agrees promptly to deliver to the Collateral Agent such additional proxies and other documents as the Collateral Agent may reasonably request (a)(i) of this Section 2.06, and but only to the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given extent such request is no more burdensome as any such request made by the Agent Revolver Collateral Agent) to exercise the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times voting power and (iii) may suspend the other incidental rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuingownership described above.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iiiSection 3.07(a)(iii) of this Section 2.06 and that remain in such account, as set forth in reasonable detail in such certificate. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent (given at the written direction of the Administrative Agent) to the relevant Pledgors of the Collateral Agent’s intention to exercise its rights hereunder, all rights of any Pledgor to exercise the voting and/or consensual rights and powers and all other incidental rights of ownership with respect to any Pledged Stock or other Property constituting Pledged Collateral it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.07(a)(i), and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.07(a)(ii), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, which shall shall, subject to the Intercreditor Agreement, have the sole and exclusive right and authority to exercise such voting and consensual rights and powerspowers (in each case acting at the written direction of the Administrative Agent); provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right right, but not the obligation, from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all rights of any Pledgor each Grantor shall have the right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to paragraph the terms of Section 3.07(a)(i). EACH PLEDGOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY, EXERCISABLE UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO VOTE THE PLEDGED STOCK AND SUCH OTHER PLEDGED COLLATERAL, WITH SUCH PROXY TO REMAIN VALID, SO LONG AS SUCH EVENT OF DEFAULT IS CONTINUING AND HAS NOT BEEN CURED OR WAIVED, UNTIL THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL SECURED OBLIGATIONS. Each Pledgor agrees promptly to deliver to the Collateral Agent such additional proxies and other documents as the Collateral Agent may reasonably request (a)(i) of this Section 2.06, and but only to the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given extent such request is no more burdensome as any such request made by the Agent Revolver Collateral Agent) to exercise the Pledgors suspending their rights under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors at the same or different times voting power and (iii) may suspend the other incidental rights of the Pledgors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuingownership described above.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, the Collateral Agent shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after the Collateral Agent shall have provided the Borrower with notice by the Agent to the relevant Pledgors of the Agent’s intention to exercise suspension of its rights hereunderunder paragraph (a)(i) of this Section 2.06, then all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate of a Responsible Officer of the Borrower to that effect, all rights of any Pledgor each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06above, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, 2.06 shall in each case be reinstated. (d) Any notice given by the Collateral Agent to the Pledgors suspending their rights Borrower under paragraph (a) of Section 2.05 or this Section 2.06 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Pledgors Grantors at the same or different times and (iii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor Loan Party (without interest) all dividends, interest, principal or other distributions that such Pledgor Loan Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to shall have notified the relevant Pledgors Loan Parties of the Agent’s intention suspension of their rights under paragraph (a)(i) of this Section 3.06, then (subject to exercise its rights hereunder, any restriction contained in joint venture agreements in respect of the applicable Pledged Equity Interests) all rights of any Pledgor Loan Party to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by Lenders constituting “Required Lenders” under the Credit Agreement, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Loan Parties to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, all rights of any Pledgor to exercise the voting and/or and consensual rights and powers it is the Loan Parties are otherwise entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, 3.06 shall in each case be reinstatedrestored. (d) Any notice given by the Collateral Agent to the Pledgors Loan Parties suspending their rights under paragraph (a) of this Section 2.06 3.06 may (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors Loan Parties at the same or different times and (iii) may suspend the rights of the Pledgors Loan Parties under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered written notice of the same to the Agent a certificate to that effectCollateral Agent), the Collateral Agent shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to shall have notified the relevant Pledgors Borrower of the Agent’s intention to exercise its suspension of the rights hereunderof the Grantors under and in accordance with paragraph (a)(i) of this Section 2.06, then all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and waived, each Grantor shall have the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor exclusive right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06, 2.06 and the Collateral Agent shall have all the obligations of the Agent it would otherwise have under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Collateral Agent to the Pledgors Grantors suspending their the rights of the Grantors of Pledged Collateral under paragraph (a) of this Section 2.06 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Pledgors Grantors at the same or different times and (iii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Bridge Collateral Agent a certificate to that effect, the Bridge Collateral Agent (or the Term Loan Collateral Agent in accordance with the Pari Passu Intercreditor Agreement) shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c3) Upon the occurrence and during the continuance of an Event of Default and Default, after the Bridge Collateral Agent shall have provided three (3) Business Days’ prior written notice by the Agent to the relevant Pledgors Borrower of the Agent’s intention to exercise its suspension of the rights hereunderof the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Bridge Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Bridge Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Bridge Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and waived, each Grantor shall have the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor exclusive right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06, 2.06 and the Bridge Collateral Agent shall have all the obligations of the Agent it would otherwise have under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d4) Any notice given by the Bridge Collateral Agent to the Pledgors Grantors suspending their the rights of the Grantors under paragraph (a) of this Section 2.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Pledgors Grantors at the same or different times and (iiiii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Bridge Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Bridge Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to shall have notified the relevant Pledgors Borrower of the Agent’s intention to exercise its suspension of the rights hereunderof the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and waived, each Grantor shall have the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor exclusive right to exercise the voting and/or consensual rights and powers it is that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06, 2.06 and the Collateral Agent shall have all the obligations of the Agent it would otherwise have under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Collateral Agent to the Pledgors Grantors suspending their the rights of the Grantors under paragraph (a) of this Section 2.06 (i) may shall be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Pledgors Grantors at the same or different times and (iii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor Loan Party (without interest) all dividends, interest, principal or other distributions that such Pledgor Loan Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent to shall have notified the relevant Pledgors Loan Parties of the Agent’s intention to exercise its suspension of their rights hereunderunder paragraph (a)(i) of this Section 3.06, all rights of any Pledgor Loan Party to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Loan Parties to exercise such rights. After all Events of Default have been cured or waived and waived, as the Borrower has delivered to the Agent a certificate to that effectcase may be, all rights of any Pledgor vested in the Collateral Agent pursuant to exercise this paragraph shall cease, and the Loan Parties shall have the voting and/or and consensual rights and powers it is they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated3.06. (d) Any notice given by the Collateral Agent to the Pledgors Loan Parties suspending their rights under paragraph (a) of this Section 2.06 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors Loan Parties at the same or different times and (iii) may suspend the rights of the Pledgors Loan Parties under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

After all Events of Default have been cured or waived and the Borrower. has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Pledgor Grantor (without interest) all dividends, interest, principal or other distributions that such Pledgor Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 3.06 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default and Default, after notice by the Collateral Agent shall have notified (or shall be deemed to have notified) the relevant Pledgors Grantors of the Agent’s intention to exercise its suspension of their rights hereunderunder paragraph (a)(i) of this Section 3.06, then all rights of any Pledgor Grantor to exercise the voting and/or and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.063.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.063.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors Grantors to exercise such rights. After all Events of Default have been cured or waived and the Borrower has delivered to the Agent a certificate to that effect, all rights of any Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Agent under paragraph (a)(ii) of this Section 2.06, shall in each case be reinstated. (d) Any notice given by the Collateral Agent to the Pledgors Grantors suspending their the Grantors' rights under paragraph (a) of this Section 2.06 3.06 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Pledgors Grantors at the same or different times and (iii) may suspend the rights of the Pledgors Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s 's rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.