Common use of Right to Receive Distributions on Pledged Collateral Clause in Contracts

Right to Receive Distributions on Pledged Collateral. Voting and Other Rights. ----------------------- (a) So long as no Event of Default has occurred and is continuing, and subject to the provisions of Section 2.3: (i) The Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof (including, without limitation, rights of or with respect to conversions, exchanges, subscriptions, calls, maturities, tenders and options, the right to make substitutions for uncertificated securities and security entitlements, and the right to originate instructions and entitlement orders to the issuer or the Intermediary) for any purpose not inconsistent with the terms of the LLC Guaranty, the Credit Agreement, or this Pledge Agreement. (ii) The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all -------- ------- (A) dividends and interest paid or payable other than in cash in respect of, and certificates, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or reorganization), (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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Pledgee or the Intermediary to hold as, 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 or the Intermediary as Pledged Collateral in the same form as so received (with any necessary indorsement and, if appropriate, undated stock powers duly executed in blank). (iii) The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, powers of attorney, consents, instructions, entitlement orders, ratifications and waivers and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in the Pledgee which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 5.1(b) shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary indorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by the Pledgee to the Pledgor, all rights of the Pledgor to exercise the voting and other rights which it would otherwise be entitled to exercise pursuant to Section 5.1(a)(i) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right (but in no event any obligation) to exercise such voting and other rights.

Right to Receive Distributions on Pledged Collateral. Voting and Other Rights. ----------------------- (a) So long as no Event of Default has occurred and is continuing, and subject to the provisions of Section 2.3:Voting. (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof (including, without limitation, rights of or with respect to conversions, exchanges, subscriptions, calls, maturities, tenders and options, the right to make substitutions for uncertificated securities and security entitlements, and the right to originate instructions and entitlement orders to the issuer or the Intermediary) for any purpose not inconsistent with the terms of this Pledge Agreement or the LLC GuarantyLoan Agreement; provided, however, that the Credit AgreementPledgor shall -------- ------- give the Bank at least five days' written notice of the manner in which it intends to exercise, or this Pledge Agreementthe reasons for refraining from exercising, any such right and the Pledgor shall not exercise or refrain from exercising any such right if, in the Bank's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all -------- ------- (A) dividends and interest paid or payable other than in cash in respect of, and certificates, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or reorganization)Collateral, (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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Pledgee or the Intermediary Bank to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Pledgee or the Intermediary Bank as Pledged Collateral in the same form as so received (with any necessary indorsement and, if appropriate, undated stock powers duly executed in blankendorsement). (iii) The Pledgee Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, powers of attorney, consents, instructions, entitlement orders, ratifications and waivers and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of a Default: (i) All rights of the Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in the Pledgee Bank which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 5.1(b) shall be received in trust for the benefit of the PledgeeBank, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee Bank as Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (c) Upon the occurrence and during the continuance of an Event of a Default and upon notice by the Pledgee Bank to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.1(a)(i) shall cease, and all such rights shall thereupon there-upon become vested in the Pledgee Bank who shall thereupon have the sole right (but in no event any obligation) to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral. Voting and Other RightsVoting. ----------------------------- (a) So long as no Event of Default has shall have occurred and is be continuing, and subject to the provisions of Section 2.3: (i) The the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof (including, without limitation, rights of or with respect to conversions, exchanges, subscriptions, calls, maturities, tenders and options, the right to make substitutions for uncertificated securities and security entitlements, and the right to originate instructions and entitlement orders to the issuer or the Intermediary) for any purpose not inconsistent with the terms of the LLC Guaranty, this Pledge Agreement or the Credit Agreement; provided, however, -------- ------- that, unless otherwise prohibited by applicable law, the Pledgor shall not exercise or refrain from exercising any such right if, in the Lender's reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof, and, provided further, that, with respect to -------- ------- extraordinary corporate matters, the Pledgor shall give the Lender at least five days' written notice of the manner in which it intends to exercise, or this Pledge Agreementthe reasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other payments and distributions made upon or with respect to the Pledged Collateral, ; provided, however, that any -------- ------- and all -------- -------all (A1) dividends and interest other distributions paid or payable other than in cash in respect of, and certificates, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or reorganization)Collateral, (B2) 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 or in connection with a reduction of or capital, capital surplus or paid-in-surplus, and (C3) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Pledgee or the Intermediary Lender to hold as, as Pledged Collateral or to pay amounts owing under the ESOP Note and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Pledgee or the Intermediary Lender as Pledged Collateral in the same form as so received (with any necessary indorsement and, if appropriate, undated stock powers duly executed in blankendorsement). (iii) The Pledgee Lender shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, powers of attorney, consents, instructionsratifications, entitlement orders, ratifications and waivers and other instruments as the Pledgor may reasonably request for the purpose of enabling to enable the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All Unless otherwise prohibited by applicable law, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph 5.1(a)(i) and to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section paragraph 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in the Pledgee Lender which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph 5.1 (a) (i) of this Section 5.1(b) shall be received in trust for the benefit of the PledgeeLender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by the Pledgee to the Pledgor, all rights of the Pledgor to exercise the voting and other rights which it would otherwise be entitled to exercise pursuant to Section 5.1(a)(i) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right (but in no event any obligation) to exercise such voting and other rights.

Right to Receive Distributions on Pledged Collateral. Voting and Other Rights. ----------------------- (a) So long as no Event of Default has occurred and is continuing, and subject to the provisions of Section 2.3: (i) The Pledgor Borrower shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof (including, without limitation, rights of or with respect to conversions, exchanges, subscriptions, calls, maturities, tenders and options, the right to make substitutions for uncertificated securities and security entitlements, and the right to originate instructions and entitlement orders to the issuer or the Intermediary) for any purpose not inconsistent with the terms of the LLC Guaranty, the Credit Agreement, Agreement or this Pledge Agreement. (ii) The Pledgor Borrower shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all -------- ------- (A) dividends and interest paid or payable other than in cash in respect of, and certificates, instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (including, without limitation, any certificate or instrument representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or reorganization), (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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Pledgee or the Intermediary to hold as, Pledged Collateral and shall, if received by the PledgorBorrower, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor Borrower and be forthwith delivered to the Pledgee or the Intermediary as Pledged Collateral in the same form as so received (with any necessary indorsement and, if appropriate, undated stock powers duly executed in blank). (iii) The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor Borrower all such proxies, powers of attorney, consents, instructions, entitlement orders, ratifications and waivers and other instruments as the Pledgor Borrower may reasonably request for the purpose of enabling the Pledgor Borrower to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Pledgor Borrower to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in the Pledgee which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor Borrower contrary to the provisions of paragraph (i) of this Section 5.1(b) shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor Borrower and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary indorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by the Pledgee to the PledgorBorrower, all rights of the Pledgor Borrower to exercise the voting and other rights which it would otherwise be entitled to exercise pursuant to Section 5.1(a)(i) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right (but in no event any obligation) to exercise such voting and other rights.