Common use of Pledgor’s Rights Clause in Contracts

Pledgor’s Rights. (a) As long as no event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing the Pledgor shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own use all ordinary cash distributions paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included in the Pledged Collateral for all purposes not inconsistent with the Loan Documents or this Pledge Agreement; and provided, however, that any and all of the following (all of which items constituting collectively the "Additional Pledged Collateral"): distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral shall be forthwith delivered to the Pledgee to be held as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Additional Pledged Collateral in the same form as so received (with any endorsement, forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee.

Pledgor’s Rights. (a) As long as no event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgors in accordance with Section 8(a) hereof: Each Pledgor, as applicable, shall have the Pledgor right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Loan Agreement): the dissolution or liquidation, in whole or in part, of a Pledged Entity other than into IES or a Pledged Entity; the consolidation or merger of a Pledged Entity with any other Person other than into IES or a Pledged Entity; any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its capital stock and/or other equity securities and ownership interests unless all such additional shares, capital stock, equity securities or ownership interests constitute Pledged Collateral and any certificates in respect thereof are promptly delivered to Agent; or the alteration of the voting rights with respect to the capital stock and/or other equity securities and ownership interests of a Pledged Entity. Each Pledgor, as applicable, shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own use all ordinary cash distributions dividends and interest paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject Shares and Pledged Indebtedness to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included extent not in the Pledged Collateral for all purposes not inconsistent with violation of the Loan Documents or this Pledge Agreement; and provided, however, that Agreement other than any and all of the following all: (all of which items constituting collectively the "Additional Pledged Collateral"): distributions A) dividends and interest paid or payable other than in cash in respect ofof any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Collateral Shares or Pledged Indebtedness, whenever paid or made, shall be forthwith delivered to the Pledgee Agent to be held hold as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Agent as Additional Pledged Collateral in the same form as so received (with any necessary endorsement, forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee).

Pledgor’s Rights. (a) As long as no event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing the Pledgor shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own use all ordinary cash distributions paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included in the Pledged Collateral Interest or any part thereof for all purposes not inconsistent with the Loan Documents or this Pledge Agreement; and provided, however, that any and all of the following (all of which items constituting collectively the "Additional Pledged Collateral"): distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral shall be forthwith delivered to the Pledgee to be held as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Additional Pledged Collateral in the same form as so received (with any endorsement, forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee.

Pledgor’s Rights. (a) As long as no event of default in the prompt payment and performance of any of the Secured Obligations Default or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 9(b) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, no consent shall be given or action taken and no right shall be exercised or other action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent a Pledged Entity is expressly permitted to do so by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; -6- (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (b) (i) Pledgor shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own account and use all ordinary cash dividends, distributions and interest paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject Shares to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included extent not in violation of the Pledged Collateral for all purposes not inconsistent with the Loan Documents or this Pledge Agreement; and provided, however, that Credit Agreement other than any and all of the following all: (all of which items constituting collectively the "Additional Pledged Collateral"): distributions A) dividends and interest paid or payable other than in cash in respect ofof any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends, interest and all other distributions in respect of any of the Pledged Collateral Shares (other than such cash dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above), whenever paid or made, shall be forthwith delivered to the Pledgee Collateral Agent to be held hold as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeCollateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Collateral Agent as Additional Pledged Collateral in the same form as so received (with any necessary endorsement, forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee). 9.

Pledgor’s Rights. (a) As long as no event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Note or any other document executed in connection therewith; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and only to the extent expressly permitted by the Note): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance by a Pledged Entity of any additional stock; or (v) the alteration of the voting rights with respect to the stock of a Pledged Entity; and (b) Pledgor shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, entitled to collect and receive for its own use all ordinary cash distributions dividends and interest paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject Shares and Pledged Indebtedness to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included extent not in violation of the Pledged Collateral for all purposes not inconsistent with the Loan Documents or this Pledge Agreement; and provided, however, that Note other than any and all of the following all: (all of which items constituting collectively the "Additional Pledged Collateral"): distributions i) dividends and interest paid or payable other than in cash in respect ofof any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (iii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (c) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with Section 7(b) above) and all other distributions in respect of any of the Pledged Collateral Shares or Pledged Indebtedness, whenever paid or made, shall be forthwith delivered to the Pledgee Secured Party to be held hold as Additional Pledged Collateral for itself, and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Secured Party as Additional Pledged Collateral in the same form as so received (with any endorsement, forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgeenecessary indorsement). 8.