Common use of Distributions, Voting Rights Clause in Contracts

Distributions, Voting Rights. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to such Pledgor of the Administrative Agent's intent to exercise its rights pursuant to Section 7 below, such Pledgor shall be permitted to receive all cash distributions paid in accordance with the terms of the Loan Agreement in respect of the Collateral and to exercise all voting and other rights with respect to the Collateral; provided, that no vote shall be cast or right exercised or other action taken which would (i) constitute a Default or an Event of Default or (ii) in the Administrative Agent's reasonable judgment, impair the value of the Collateral. (b) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, the Borrower to issue any stock, other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, or other equity securities of any nature of the Borrower, except for additional equity interests that (A) will be subject to the security interest granted herein in favor of the Administrative Agent, the certificates of which, if any, will be promptly delivered to the Administrative Agent, (B) are contemplated to be issued by the Partnership Agreement (as in effect on the date hereof) or (C) do not exceed ten percent (10%) of the aggregate amount of equity securities of the Borrower as of the date hereof (provided that, notwithstanding the foregoing exceptions, the Pledgors, collectively, must own greater than fifty percent (50%) of the equity securities of the Borrower at all times) or (ii) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Partnership Interests or Proceeds thereof. Each Pledgor will defend the right, title and interest of the Administrative Agent in and to any Collateral against the claims and demands of all Persons whomsoever.

Distributions, Voting Rights. (aA) Unless So long as no Event of Default with respect to a Pledgor, no Fund Event of Default, and no event or condition that, with the passage of time or the giving of notice, or both, would constitute an Event of Default with respect to such Pledgor or a Fund Event of Default, shall have occurred and be continuing and the Administrative Agent shall have given notice to such Pledgor of the Administrative Agent's intent to exercise its rights pursuant to Section 7 belowcontinuing, such Pledgor shall be permitted have the right to receive all and retain cash distributions derived directly or indirectly from the Fund, provided, however, that any and all (i) distributions paid or payable other than in accordance with the terms cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any part of the Loan Agreement Collateral of such Pledgor, (ii) distributions paid or payable in cash in respect of any part of the Collateral of such Pledgor in connection with any liquidation or dissolution of the Fund or the Managing Member, and (iii) cash paid, payable, or otherwise distributed in redemption of, or in exchange for, any part of the Collateral of such Pledgor, shall be, and shall be forthwith delivered to OPIC or the Collateral Agent to hold as, Collateral of such Pledgor and shall, if received by such Pledgor, be received in trust for the benefit of OPIC, be segregated from the other funds and property of such Pledgor, and be forthwith delivered to OPIC or the Collateral Agent as Collateral of such Pledgor in the same form as so received (with any necessary endorsement); and (B) So long as no Event of Default with respect to a Pledgor shall have occurred and be continuing, such Pledgor shall have the right to exercise any and all voting and other rights with respect consensual rights, interests and claims pertaining to the Collateral; provided, that no vote shall be cast or right exercised or other action taken which would (i) constitute a Default or an Event of Default or (ii) in the Administrative Agent's reasonable judgment, impair the value of the Collateral. (b) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, the Borrower to issue any stock, other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, or other equity securities of any nature of the Borrower, except for additional equity interests that (A) will be subject to the security interest granted herein in favor of the Administrative Agent, the certificates of which, if any, will be promptly delivered to the Administrative Agent, (B) are contemplated to be issued by the Partnership Agreement (as in effect on the date hereof) or (C) do not exceed ten percent (10%) of the aggregate amount of equity securities of the Borrower as of the date hereof (provided that, notwithstanding the foregoing exceptions, the Pledgors, collectively, must own greater than fifty percent (50%) of the equity securities of the Borrower at all times) or (ii) enter into any agreement or undertaking restricting the right or ability Collateral of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Partnership Interests or Proceeds thereof. Each Pledgor will defend the right, title and interest of the Administrative Agent in and to part thereof for any Collateral against the claims and demands of all Persons whomsoeverpurpose not inconsistent with this Agreement.

Distributions, Voting Rights. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to such the Pledgor of the Administrative Agent's intent to exercise its rights pursuant to Section 7 below, such the Pledgor shall be permitted to receive all cash distributions paid in accordance with the terms of the Loan Agreement in respect of the Collateral and to exercise all voting and other rights with respect to the Collateral; provided, that no vote shall be cast or right exercised or other action taken which would (i) constitute a Default or an Event of Default or (ii) in the Administrative Agent's reasonable judgment, impair the value of the Collateral. (b) Without the prior written consent of the Administrative Agent, no the Pledgor will not (i) vote to enable, or take any other action to permit, the Borrower to issue any stock, other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, or other equity securities of any nature of the Borrower, except for additional equity interests that (A) will be subject to the security interest granted herein in favor of the Administrative Agent, the certificates of which, if any, will be promptly delivered to the Administrative Agent, (B) are contemplated to be issued by the Partnership Operating Agreement (as in effect on the date hereof) or (C) do not exceed ten percent (10%) of the aggregate amount of equity securities of the Borrower as of the date hereof (provided that, notwithstanding the foregoing exceptions, the Pledgors, collectively, Pledgor must own greater than fifty percent (50%) of the equity securities of the Borrower at all times) or (ii) enter into any agreement or undertaking restricting the right or ability of such the Pledgor or the Administrative Agent to sell, assign or transfer any of the Partnership LLC Interests or Proceeds thereof. Each The Pledgor will defend the right, title and interest of the Administrative Agent in and to any Collateral against the claims and demands of all Persons whomsoever.