Common use of Income and Voting Rights in Collateral Clause in Contracts

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interest) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of the Collateral, including without limitation all proceeds consisting of Ordinary Dividends or interest (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Event), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a Default Event), be delivered over to Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a Default Event.

Income and Voting Rights in Collateral. (a) Except as otherwise provided by the terms of the Confirmation, including with respect to Extraordinary Cash Dividends, Secured Party shall have the right to receive and retain as Collateral hereunder hereunder, (i) all proceeds (other than Ordinary Dividends interest received from cash or interestGovernment Securities substituted in accordance with Section 5(i) herein) of the Collateral and (ii) upon the occurrence and during the continuance of a an Event of Default or Termination Event, all proceeds of the Collateral, including without limitation all proceeds consisting of Ordinary Dividends interest received from cash or interest Government Securities substituted in accordance with Section 5(i) herein (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a an Event of Default or Termination Event), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a an Event of Default or Termination Event), be delivered over to Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a an Event of Default or Termination Event. For the avoidance of doubt, upon payment by Pledgor to Secured Party of any Extraordinary Cash Dividends pursuant to the terms of the Confirmation, such Extraordinary Cash Dividends shall not be retained as and shall not constitute Collateral.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder (i) all cash and non-cash proceeds (other than Ordinary Dividends or interest) of the Collateral (including, without limitation, any dividends, interest and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of other distributions on the Collateral) (collectively, including without limitation all proceeds consisting of Ordinary Dividends or interest (“Dividend Proceeds”), and Pledgor which proceeds shall take all be delivered to the Custodian for crediting to the Collateral Account subject to the lien created hereunder, or, if the Collateral Shares have been Rehypothecated, Secured Party will deliver to the Custodian, to be credited to the Collateral Account, the amount that would have been received by Secured Party or the Custodian in respect of such action as Rehypothecated Collateral Shares but for such Rehypothecation by Secured Party. Secured Party shall deem necessary authorize and direct Custodian to pay over, or appropriate cause to give effect be paid over, to Pledgor following written request by Pledgor, any cash or non-cash dividend or distribution made in respect of the Collateral actually received by or on behalf of Secured Party (or, if the Collateral Shares have been Rehypothecated, delivered by Secured Party to the Custodian and credited to the Collateral Account), unless (i) a Potential Event, (ii) a Default Event or (iii) an Early Termination Date has occurred or been designated as a result of such righta Default Event, and Xxxxxxx agrees to receive such cash or non-cash dividend or distribution. For the avoidance of doubt, Secured Party shall retain as Collateral any dividend or other distribution in respect of the Collateral (x) whose receipt relates to a Potential Adjustment Event, or (y) that is made in connection with a Merger Event and/or a Tender Offer. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Event), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a Default Event), shall be immediately delivered over to Secured Party the Custodian to be credited to the Collateral Account to be held as Collateral in the same form as received or in such other manner as Secured Party may instruct (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a Default Event.

Income and Voting Rights in Collateral. (a) Secured The Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interest) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of the Collateral, including including, without limitation all proceeds consisting limitation, any Extraordinary Dividend (other than any Extraordinary Dividend in respect of Ordinary Dividends or Class A Shares constituting Collateral, which Extraordinary Dividend shall be promptly remitted to the Collateral Agent if not otherwise promptly paid to Party A) and interest (such proceeds as the Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain at any time, “Dividend Retained Proceeds”), and Pledgor Party B shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions Retained Proceeds that are received by Pledgor Party B shall be received in trust by the Collateral Agent, as agent for and for the benefit of Secured Party A, and, if Secured the Collateral Agent or Party A so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Event)directs, shall be segregated from other funds of Pledgor Party B and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a Default Event)A, be delivered over to Secured the Collateral Agent, as agent for and for the benefit of Party A, as Collateral in the same form as received (with any necessary endorsement). After all Events Notwithstanding anything herein to the contrary, Party B shall have the right with respect to each dividend or distribution on the Collateral to direct the Collateral Agent, as agent for and for the benefit of Default have been curedParty A, Secured Partyto deliver the Retained Proceeds related to such dividend or distribution to Party A in satisfaction of Party B’s right obligation to retain Dividend Proceeds make delivery or payment to Party A as described in the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends.” Unless a Default Event shall have occurred and be continuing, Party B shall have the right, from time to time, to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral. If a Default Event shall have occurred and be continuing, Party A shall have the right, to the extent permitted by law, and Party B shall take all such action as may be necessary or appropriate to give effect to such right, to instruct the Collateral Account Agent to exercise all voting rights, including all special governance rights granted under this Section 6(a) shall cease the Certificate of Incorporation in respect of the Collateral, and Secured Party shall pay over to Pledgor out give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in with the same force and effect as if the Collateral Account during Agent were the continuance of a Default Eventabsolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) For so long as no Default Event shall have occurred and be continuing, Secured Party shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interest) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of the CollateralCollateral provided that the Pledgor shall be entitled to receive and retain any dividends, including without limitation interest and other distributions that it is entitled to receive as holder of the Shares and if and when such dividends, interest and other distributions do not or no longer constitute (as applicable) Restricted Payments that would be prohibited by Section 7.06 of the Credit Agreement if such dividends, interest and other distributions were to be distributed in respect of the equity interests in Pledgor, such dividends, interests and other distributions shall, thereupon, be free and clear of all Liens created hereunder. If a Default Event shall have occurred and be continuing, Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds consisting (including, without limitation, any dividends, interest and other distributions) of Ordinary Dividends or interest (“Dividend Proceeds”)the Collateral, and Pledgor shall in each case take all such action as Secured Party shall reasonably deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor contrary to the provisions of this Pledge Agreement shall be received in trust for the benefit of Secured Party and, if Secured Party so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Event)directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a Default Event)Party, be delivered over to Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been curedNotwithstanding the foregoing, if Pledgor shall be required under the Collar Transaction Documents to deliver any dividend or other distribution to Secured Party’s right , then if and to retain Dividend Proceeds in the extent that such dividend or other distribution is received into or credited to the Collateral Account under this Section 6(a) Account, Pledgor may instruct Secured Party to satisfy Pledgor’s obligation to pay or deliver such dividend or other distribution to Secured Party pursuant to the Collar Transaction Documents by applying such dividend or distribution to such obligation. Otherwise, so long as no Default Event shall cease have occurred and be continuing, Secured Party shall pay promptly deliver over to Pledgor out of any dividends, interest and other distributions received in or credited to the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a Default EventAccount.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interestinterest ("Dividend Proceeds")) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Eventan Event of Default, all proceeds of the Collateral, including without limitation all proceeds consisting of Ordinary Dividends or interest (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends (other than Dividend Proceeds received prior to the occurrence of an Event of Default) and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of the Collateral Agent and Secured Party and, if Secured Party the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Eventan Event of Default), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Default Eventan Event of Default), be delivered paid over to Secured Party the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s the Collateral Agent's right to retain Dividend Proceeds in the Collateral Account under this Section 6(a7(a) shall cease and Secured Party the Collateral Agent shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account by it during the continuance of a Default Eventany such Event of Default.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than cash dividends that are Ordinary Dividends or interestDividends) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Eventan Event of Default, all proceeds of the Collateral, including without limitation all proceeds consisting of Ordinary Dividends or interest (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Eventan Event of Default), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party (but only, in the case of Dividend Proceeds, during the continuance of a Default Eventan Event of Default), be delivered over to Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a Default Eventan Event of Default.