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 and until (i) an Event of Default shall have occurred, and (ii) written notice shall have been given by the Administrative Agent: (i) the Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral to the extent consistent with Article VIII of the Credit Agreement; and (ii) the Grantor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies to the same extent as the 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 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 any Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Company; 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 any Company or be inconsistent with or violate any provision of this Agreement, the Credit Agreement or any other Loan Documents. If applicable, the Grantor shall be deemed the beneficial owner of all Pledged Collateral 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 Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection and to receive the distributions which it is authorized to receive and retain pursuant to this subsection.

Distributions and Voting Prior to an Event of Default. Unless and until (i) an Event of Default shall have occurred, occurred and (ii) written notice shall have been given by the Administrative Agentis continuing: (i) the Grantor Pledgors shall be entitled to receive and retain for its their 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 Credit AgreementLoan Documents; and (ii) the Grantor Pledgors shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies Pledged Subsidiaries to the same extent as the Grantor Pledgors would if the Pledged Collateral were not pledged to the Administrative Agent pursuant to this Agreement; provided, however, that that, except in connection with transactions permitted under Section 7.05 or Section 7.06 of the Grantor Credit Agreement, no Pledgor shall not 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 any Company the Pledged Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Companythe Pledged Subsidiaries; 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 Company Pledgor’s rights to control or otherwise direct the affairs of the Pledged Subsidiaries or be inconsistent with or violate any provision of this Agreement, the Credit Agreement Agreement, the Guaranty or any other Loan Documents. If applicable, the Grantor 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 Grantor applicable Pledgor all such proxies and other instruments as the Grantor such Pledgor may reasonably request for the purpose of enabling the Grantor 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 subsectionsubsection (a).

Distributions and Voting Prior to an Event of Default. Unless and until (i) an Event of Default shall have occurred, and (ii) written notice shall have been given by the Administrative Agent: (i) the Grantor Company shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral to the extent consistent with Article VIII of the Credit AgreementCollateral; and (ii) the Grantor Company shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies Subsidiaries to the same extent as the Grantor 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 Schedule 2 hereto, the Grantor Company shall not 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 any Company the Subsidiaries or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Companythe Subsidiaries; 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 Investors in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of any Company the Subsidiaries or be inconsistent with or violate any provision of this Agreement, the Credit Securities Purchase Agreement or any other Loan DocumentsMaterial Agreements. If applicable, the Grantor Company shall be deemed the beneficial owner of all Pledged Collateral 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 Grantor Company all such proxies and other instruments as the Grantor Company may reasonably request for the purpose of enabling the Grantor Company to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection exercise, and to receive the distributions which it is authorized to receive and retain retain, pursuant to this subsectionsubsection (a).

Distributions and Voting Prior to an Event of Default. Unless and until (i) an there exists any Default or Event of Default shall have occurred, and (ii) written notice shall have been given by the Administrative AgentDefault: (i) the Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution, if any, in respect of the Pledged Collateral to the extent consistent with Article VIII of the Credit AgreementCollateral; and (ii) the Grantor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies Subsidiary to the same extent as the 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 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 any Company the Subsidiary or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Companythe Subsidiary; 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 Collateral Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of any Company the Subsidiary or be inconsistent with or violate any provision of this Agreement, the Agreement and other Credit Agreement or any other Loan Documents. If applicable, the Grantor shall be deemed the beneficial owner of all Pledged Collateral 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 Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling 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 subsectionsubsection (a).

Distributions and Voting Prior to an Event of Default. Unless and until (i) an Event of Default shall have occurred, occurred and (ii) written notice shall have been given by the Administrative Agentbe continuing: (i) the Grantor Pledgors shall be entitled to receive and retain for its their 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 Credit AgreementLoan Documents; and (ii) the Grantor Pledgors shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies Pledged Subsidiaries to the same extent as the Grantor 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 Grantor shall not provisions of this Section 5(a) operate to limit such distributions to the Borrower and the Company as may be entitled required to receive (A) cash paid, payable or make the Restricted Payments 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 any Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Companypermitted under the Credit Agreement; 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 Company Pledgor’s rights to control or be inconsistent with otherwise direct the affairs of the Pledged Subsidiaries in any material respect or violate any provision of this Agreement, the Credit Agreement Agreement, any Guaranty or any other Loan Documents. If applicable, the Grantor 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 Grantor applicable Pledgor all such proxies and other instruments as the Grantor such Pledgor may reasonably request for the purpose of enabling the Grantor 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 subsectionsubsection (a).

Distributions and Voting Prior to an Event of Default. Unless and until (i) an Event of Default shall have occurred, occurred and (ii) written notice shall have been given by the Administrative Agentis continuing: (i) the Grantor Sponsor shall be entitled to receive and retain for 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 Credit AgreementCommon Agreement and the other Loan Documents; and (ii) the Grantor Sponsor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Companies each Pledged Entity to the same extent as the Grantor 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 Grantor Common Agreement, the Sponsor shall not be entitled to receive (Aa) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (Bb) 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 any Company a Pledged Entity or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any Companya Pledged Entity; 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 Collateral Agent in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of any Company equity interests in a Pledged Entity or be inconsistent with or violate any provision of this Agreement, the Credit Agreement or any other Loan Documents. If applicable, the Grantor Sponsor shall be deemed the beneficial owner of all Pledged Collateral 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 Grantor Sponsor all such proxies and other instruments as the Grantor Sponsor may reasonably request for the purpose of enabling the Grantor 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 subsectionsubsection (a).