Common use of Distributions and Voting Prior to an Event of Default Clause in Contracts

Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be continuing: (i) the Pledgors shall be entitled to receive and retain for their own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) the Pledgors shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries to the same extent as the Pledgors would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that in no event shall the provisions of this Section 5(a) operate to limit such distributions to the Borrower and the Company as may be required to make the Restricted Payments otherwise permitted under the Credit Agreement; and provided, further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect or violate any provision of this Agreement, the Credit Agreement, any Guaranty or any other Loan Documents. If applicable, a Pledgor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a).

Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be continuingoccurred: (i) the Pledgors Company shall be entitled to receive and retain for their its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) the Pledgors Company shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries to the same extent as the Pledgors Company would if the Pledged Collateral were not pledged to the Administrative Agent Investors pursuant to this Agreement; provided, however, that except as described in no event shall the provisions of this Section 5(a) operate to limit such distributions to the Borrower and Schedule 2 hereto, the Company as may shall not be required entitled to make receive (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of the Restricted Payments otherwise permitted under Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Credit AgreementSubsidiaries; and provided, provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Agent Investors in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect be inconsistent with or violate any provision of this Agreement, the Credit Agreement, any Guaranty Securities Purchase Agreement or any other Loan DocumentsMaterial Agreements. If applicable, a Pledgor the Company shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent Investors shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor Company all such proxies and other instruments as such Pledgor the Company may reasonably request for the purpose of enabling such Pledgor the Company to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) exercise, and to receive the distributions which it is authorized to receive and retain retain, pursuant to this subsection (a).

Distributions and Voting Prior to an Event of Default. Unless an there exists any Default or Event of Default shall have occurred and be continuingDefault: (i) the Pledgors Grantor shall be entitled to receive and retain for their its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) the Pledgors Grantor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries Subsidiary to the same extent as the Pledgors Grantor would if the Pledged Collateral were not pledged to the Administrative Collateral Agent pursuant to this Agreement; provided, however, that the Grantor shall not be entitled to receive (A) cash paid, payable or otherwise distributed in no event shall redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of the provisions Subsidiary or in connection with a reduction of this Section 5(a) operate to limit such distributions to capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Borrower and the Company as may be required to make the Restricted Payments otherwise permitted under the Credit AgreementSubsidiary; and provided, provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Collateral Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of the Subsidiary or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect be inconsistent with or violate any provision of this Agreement, the Agreement and other Credit Agreement, any Guaranty or any other Loan Documents. If applicable, a Pledgor the Grantor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor Grantor all such proxies and other instruments as such Pledgor the Grantor may reasonably request for the purpose of enabling such Pledgor the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a).

Distributions and Voting Prior to an Event of Default. Unless and until (i) an Event of Default shall have occurred occurred, and be continuing(ii) written notice shall have been given by the Administrative Agent: (i) the Pledgors Grantor shall be entitled to receive and retain for their its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, Collateral to the extent consistent with Article VIII of the Loan DocumentsCredit Agreement; and (ii) the Pledgors Grantor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries Companies to the same extent as the Pledgors Grantor would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that the Grantor shall not be entitled to receive (A) cash paid, payable or otherwise distributed in no event shall the provisions redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of this Section 5(a) operate to limit such distributions to the Borrower and the any Pledged Collateral in connection with a partial or total liquidation or dissolution of any Company as may be required to make the Restricted Payments otherwise permitted under the Credit Agreementor in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Company; and provided, provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of any Company or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect be inconsistent with or violate any provision of this Agreement, the Credit Agreement, any Guaranty Agreement or any other Loan Documents. If applicable, a Pledgor the Grantor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor Grantor all such proxies and other instruments as such Pledgor the Grantor may reasonably request for the purpose of enabling such Pledgor the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a)subsection.

Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be is continuing: (i) the Pledgors Sponsor shall be entitled to receive and retain for their its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Common Agreement and the other Loan Documents; and (ii) the Pledgors Sponsor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the each Pledged Subsidiaries Entity to the same extent as the Pledgors Sponsor would if the Pledged Collateral were not pledged to the Administrative Collateral Agent pursuant to this Agreement; provided, however, that except as permitted by the Common Agreement, the Sponsor shall not be entitled to receive (a) cash paid, payable or otherwise distributed in no event shall the provisions redemption of, or in exchange for or in substitution of, any Collateral, or (b) dividends and other distributions paid or payable in cash in respect of this Section 5(a) operate to limit such distributions to the Borrower and the Company as may be required to make the Restricted Payments otherwise permitted under the Credit Agreementany Collateral in connection with a partial or total liquidation or dissolution of a Pledged Entity or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving a Pledged Entity; and provided, provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Collateral Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of or other ownership equity interests in the a Pledged Subsidiaries Entity or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect be inconsistent with or violate any provision of this Agreement, the Credit Agreement, any Guaranty Agreement or any other Loan Documents. If applicable, a Pledgor the Sponsor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor Sponsor all such proxies and other instruments as such Pledgor the Sponsor may reasonably request for the purpose of enabling such Pledgor the Sponsor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a).

Distributions and Voting Prior to an Event of Default. Unless an Event of Default shall have occurred and be is continuing: (i) the Pledgors shall be entitled to receive and retain for their own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral, to the extent consistent with the Loan Documents; and (ii) the Pledgors shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Pledged Subsidiaries to the same extent as the Pledgors would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that that, except in no event shall the provisions of this Section 5(a) operate to limit such distributions to the Borrower and the Company as may be required to make the Restricted Payments otherwise connection with transactions permitted under Section 7.05 or Section 7.06 of the Credit Agreement, no Pledgor shall be entitled to receive (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of the Pledged Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Pledged Subsidiaries; and provided, provided further, however, that no vote shall be cast or consent, waiver or ratification given or action taken which would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of or other ownership interests in the Pledged Subsidiaries or any Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries in any material respect or be inconsistent with or violate any provision of this Agreement, the Credit Agreement, any the Guaranty or any other Loan Documents. If applicable, a Pledgor shall be deemed the beneficial owner of all Pledged Collateral of such Pledgor for purposes of Sections 13 and 16 of the Exchange Act and agrees to file all reports required to be filed by beneficial owners of securities thereunder. The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the applicable Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection (a) and to receive the distributions which it is authorized to receive and retain pursuant to this subsection (a).