Common use of Distributions and Voting Rights Clause in Contracts

Distributions and Voting Rights. (a) So long as no Trigger Event has occurred and is continuing, the Pledgor will be entitled to exercise all voting and other consensual rights with respect to the Pledged Securities for any purpose not inconsistent with the terms of any First Lien Document, the Intercreditor Agreement or any Security Document and to receive and retain all dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities to the extent permitted by such documents. (b) Upon the occurrence and during the continuation of a Trigger Event, all rights of the Pledgor to exercise voting and other consensual rights with respect to the Pledged Securities and to receive dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities will cease, and all these rights will immediately become vested solely in the Inventory Collateral Agent or its nominees, and the Pledgor grants the Inventory Collateral Agent or its nominees the Pledgor’s irrevocable and unconditional proxy for this purpose. After the occurrence and during the continuation of a Trigger Event, any dividends, interest, revenues, income, distribution and proceeds of any kind in respect of the Pledged Securities received by the Pledgor will be held in trust for the Inventory Collateral Agent, and the Pledgor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Inventory Collateral Agent and will deliver these amounts at such time as the Inventory Collateral Agent may request to the Inventory Collateral Agent in the identical form received, properly endorsed or assigned if required to enable the Inventory Collateral Agent to complete collection.

Distributions and Voting Rights. (a) So long as no Trigger Event of Default has occurred and is continuing, notwithstanding any other provisions herein contained, the Pledgor will be entitled to exercise any and all voting management, voting, consent and other consensual rights with respect to the Pledged Securities Collateral for any purpose not inconsistent with the terms of any First Lien Document, the Intercreditor Agreement Loan Documents or any Security Document of the Finance Documents and to receive and retain any and all dividendscash distributions, profit allocations, interest, revenues, income, distributions income and proceeds of any kind in respect of the Pledged Securities to Collateral made in accordance with the extent permitted by such documentsGoverning Documents, the Loan Documents and the Financing Documents. (b) Upon the occurrence of a Bankruptcy Event with respect to the Pledgor, any Project Company or any of their property, or, if the Lender so notifies the Pledgor after the occurrence and during the continuation of a Trigger Eventanother Event of Default, all rights of the Pledgor to exercise voting management, voting, consent and other consensual rights with respect to the Pledged Securities Collateral and to receive dividendsdistributions, profit allocations, interest, revenues, income, distributions income and proceeds of any kind in respect of the Pledged Securities Collateral will cease, and all these such rights will immediately become vested solely in the Inventory Collateral Agent Lender or its nomineesdesignee, and the Pledgor grants the Inventory Collateral Agent or its nominees the Pledgor’s irrevocable and unconditional proxy for this purposesubject to Section 3.8. After the occurrence and during the continuation of such a Trigger EventBankruptcy Event or other Event of Default, subject to the rights of the Lender (but only prior to the date the Note issued under the Loan Agreement are paid in full and the Liens on the Pledged Collateral in connection therewith are released), any dividends, interest, revenues, income, distribution and proceeds of any kind payments in respect of the Pledged Securities Collateral received by the Pledgor will be held in trust for the Inventory Collateral Agent, Lender and the Pledgor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Inventory Collateral Agent Lender and will deliver these such amounts at such time as the Inventory Collateral Agent may request promptly to the Inventory Collateral Agent Lender or its designee in the identical form received, properly endorsed or assigned if when required to enable the Inventory Collateral Agent Lender or its designee to complete collectioncollection thereof.

Distributions and Voting Rights. (a) So long as no Trigger Event has occurred and is continuing, the Pledgor each Grantor will be entitled to exercise all voting and other consensual rights with respect to the Pledged Securities Capital Stock for any purpose not inconsistent with the terms of any First Lien Basic Document, the Intercreditor Agreement or any Security Document and to receive and retain all dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities Capital Stock to the extent permitted by such documents. (b) Upon the occurrence and during the continuation of a Trigger Event, all rights of the Pledgor each Grantor to exercise voting and other consensual rights with respect to the Pledged Securities Capital Stock and to receive dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities Capital Stock will cease, and all these rights will will, subject to the rights of the First Lien Agent and the obligations of each Grantor under the Inventory First Lien Security Agreement and the Intercreditor Agreement, immediately become vested solely in the Inventory ABL Loan Collateral Agent or its nominees, and the Pledgor such Grantor grants the Inventory ABL Loan Collateral Agent or its nominees the PledgorGrantor’s irrevocable and unconditional proxy for this purpose. After the occurrence and during the continuation of a Trigger Event, any dividends, interest, revenues, income, distribution and proceeds of any kind in respect of the Pledged Securities Capital Stock received by the Pledgor such Grantor will be held in trust for the Inventory ABL Loan Collateral Agent, and the Pledgor such Grantor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Inventory ABL Loan Collateral Agent and, subject to the rights of the First Lien Agent and the obligations of each Grantor under the Inventory First Lien Security Agreement and the Intercreditor Agreement, will deliver these amounts at such time as the Inventory ABL Loan Collateral Agent may request to the Inventory ABL Loan Collateral Agent in the identical form received, properly endorsed or assigned if required to enable the Inventory ABL Loan Collateral Agent to complete collection.

Distributions and Voting Rights. (a) So long as no Trigger Event has occurred and is continuing, the Pledgor each Grantor will be entitled to exercise all voting and other consensual rights with respect to the Pledged Securities Capital Stock for any purpose not inconsistent with the terms of any First Lien Basic Document, the Intercreditor Agreement or any Security Document and to receive and retain all dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities Capital Stock to the extent permitted by such documents. (b) Upon the occurrence and during the continuation of a Trigger Event, all rights of the Pledgor each Grantor to exercise voting and other consensual rights with respect to the Pledged Securities Capital Stock and to receive dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities Capital Stock will cease, and all these rights will immediately become vested solely in the Inventory Collateral Agent or its nominees, and the Pledgor such Grantor grants the Inventory Collateral Agent or its nominees the PledgorGrantor’s irrevocable and unconditional proxy for this purpose. After the occurrence and during the continuation of a Trigger Event, any dividends, interest, revenues, income, distribution and proceeds of any kind in respect of the Pledged Securities Capital Stock received by the Pledgor such Grantor will be held in trust for the Inventory Collateral Agent, and the Pledgor such Grantor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Inventory Collateral Agent and will deliver these amounts at such time as the Inventory Collateral Agent may request to the Inventory Collateral Agent in the identical form received, properly endorsed or assigned if required to enable the Inventory Collateral Agent to complete collection.

Distributions and Voting Rights. (a) So long as no Trigger Event has occurred and is continuing, the Pledgor will be entitled to exercise all voting and other consensual rights with respect to the Pledged Securities for any purpose not inconsistent with the terms of any First Second Lien Document, the Intercreditor Agreement or any Security Document and to receive and retain all dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities to the extent permitted by such documents. (b) Upon the occurrence and during the continuation of a Trigger Event, all rights of the Pledgor to exercise voting and other consensual rights with respect to the Pledged Securities and to receive dividends, interest, revenues, income, distributions and proceeds of any kind in respect of the Pledged Securities will cease, and all these rights will will, subject to the rights of the First Lien Agent and the obligations of the Pledgor under the Membership Interests First Lien Pledge Agreement and the Intercreditor Agreement, immediately become vested solely in the Inventory ABL Loan Collateral Agent or its nominees, and the Pledgor grants the Inventory ABL Loan Collateral Agent or its nominees the Pledgor’s irrevocable and unconditional proxy for this purpose. After the occurrence and during the continuation of a Trigger Event, any dividends, interest, revenues, income, distribution and proceeds of any kind in respect of the Pledged Securities received by the Pledgor will be held in trust for the Inventory ABL Loan Collateral Agent, and the Pledgor will keep all such amounts separate and apart from all other funds and property so as to be capable of identification as the property of the Inventory ABL Loan Collateral Agent and, subject to the rights of the First Lien Agent and the obligations of the Pledgor under the Membership Interests First Lien Pledge Agreement and the Intercreditor Agreement, will deliver these amounts at such time as the Inventory ABL Loan Collateral Agent may request to the Inventory ABL Loan Collateral Agent in the identical form received, properly endorsed or assigned if required to enable the Inventory ABL Loan Collateral Agent to complete collection.