Common use of After Default or Event of Default Clause in Contracts

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company and other rights pertaining to any of the Pledged Stock or the LLC Interest, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (C). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company corporate and other rights pertaining to any of the Pledged Stock or the LLC InterestStock, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (C). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.hereby

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no i)no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the ii)the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if iii)if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 Section5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all A)all voting, corporate, limited liability company corporate and other rights pertaining to any of the Pledged Stock or the LLC InterestStock, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any C)any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (Cactions). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2Section5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2Section5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company corporate and other rights pertaining to any of the Pledged Stock or the LLC InterestStock, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (Cactions). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company and other rights pertaining to any of the Pledged Stock or the LLC Interest, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (C). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request, including but not limited to any such documents or instruments required under Section 1.4 of the Epoch Shareholders' Agreement for the effective transfer and assignment of registration rights with respect to the Epoch Shares.

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company corporate and other rights pertaining to any of the Pledged Stock or the LLC InterestStock, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (Cactions). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company and other rights pertaining to any of the Pledged Stock or the LLC Interest, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (C). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request.who

After Default or Event of Default. For so long as a Default or an Event of Default is continuing, (i) no Pledgor may exercise any voting or other consensual rights pertaining to the Pledged Stock or the LLC Interest without the prior written consent of the Pledgee, (ii) the right, if any, of any Pledgor to receive cash dividends in respect of the Pledged Stock or distributions in respect of the LLC Interest will cease and all such dividends or distributions must be paid directly to the Pledgee (or if received by any Pledgor will be deemed held in trust by such Pledgor for the benefit of, and must be turned over immediately by such Pledgor to, the Pledgee) and thereafter will be held and disposed of by the Pledgee as part of the Collateral, and (iii) if the Pledgee has notified the Pledgors that it elects to exercise the Pledgee's right to exercise voting and other consensual rights hereunder, all rights of each Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to Section 5.1 will cease, all such rights will thereupon become vested in the Pledgee, who during the continuance of such Default or Event of Default will have (directly or through its nominee) the sole right to exercise such voting and other consensual rights, including, without limitation, (A) all voting, corporate, limited liability company and other rights pertaining to any of the Pledged Stock or the LLC Interest, (B) all rights to give consents, waivers and ratifications in respect thereof and (C) any and all rights of conversion, exchange, registration, subscription and any other rights, privileges or options pertaining to any of the Pledged Stock or the LLC Interest as if it were the absolute owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution, to do or take any of the above actions described in the preceding clauses (A), (B) and (C). The Pledgee will have no duty to Pledgors to exercise any such right, privilege or option and will not be responsible for any failure to do so or delay in so doing. In order to permit the Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 5.2, and to receive all dividends and distributions which it may be entitled to receive under this Section 5.2, each Pledgor will, upon written notice from the Pledgee, from time to time execute and deliver to the Pledgee or other third party appropriate notices, assignments, proxies, dividend payment orders and other documents and instruments as the Pledgee may reasonably request, including but not limited to any such documents or instruments required under Section 1.4 of the Epoch Shareholders' Agreement for the effective transfer and assignment of registration rights with respect to the Epoch Shares. SECTION 6.