Common use of Voting and Distributions Clause in Contracts

Voting and Distributions. So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) below: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Indenture, Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by Grantor of any Pledged Stock for, or Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and (2) the Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property Investment Related Property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, that upon the occurrence and during the continuance of an Event of Default, no Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified such Grantor that, in the Security Collateral Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereofMaterial Adverse Effect; and provided further, that upon the occurrence and during the continuance of an Event of Default such Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of describing the right that may be exercised, the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock Equity Interest for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or other equity holders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(14.04(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise such rights pursuant to clause (1) above. (ii) Upon the occurrence and during the continuance of an Event of Default: (1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.01.

Voting and Distributions. So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) below: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the Indenture, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified such Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, such Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and (2) the Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property Investment Related Property in this Agreement or elsewhere herein or in the IndentureFacilities Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureFacilities Agreement; provided, upon written notice by the Administrative Agent to any Grantor thereof, no Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified Grantor that, in the Security Agent’s reasonable judgment, such action would reasonably be expected to have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightProperty; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureFacilities Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Facilities Agreement within the meaning of this Section 4.4.1(c)(i)(1), ) and no notice of any such voting or consent need be given to the Security Administrative Agent; and (2) the Security Administrative Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (3) upon the occurrence and during the continuation of an Event of Default: (A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (B) in order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property Investment Related Property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified such Grantor that, in the Security Collateral Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; Pledge and Security Agreement and provided further, such Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock Equity Interests for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders stockholders, members or partners or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above. (ii) Upon the occurrence and during the continuation of an Event of Default: (1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Collateral Agent all proxies, dividend payment orders and other instruments as Collateral Agent may from time to time reasonably request and (B) each Grantor acknowledges that Collateral Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1A) except as otherwise provided under the covenants and agreements relating to investment related property Pledged Membership Interests in this Agreement or elsewhere herein or in the IndentureCredit Agreement, the Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property Pledged Membership Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, the Grantor shall not exercise or refrain from exercising any such right if the Security Agent Secured Party shall have notified the Grantor that, in the Security Agent’s Secured Party's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Collateral Investment Related Property Pledged Membership Interests or any substantial part thereof; and provided further, the Grantor shall give the Security Agent Secured Party at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by the Grantor of any Pledged Stock Membership Interests for, or the Grantor’s 's consent to, the election of directors managers (or similar governing body) at a regularly scheduled annual or other meeting of stockholders members or with respect to incidental matters at any such meeting, nor the Grantor’s 's consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1)Section, and no notice of any such voting or consent need be given to the Security AgentSecured Party; and (2B) the Security Agent Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Grantor all proxies, and other instruments as the Grantor may from time to time reasonably request for the purpose of enabling the Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (ii) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of the Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; and (B) in order to permit the Secured Party to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder: (1) the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (2) the Grantor acknowledges that the Secured Party may utilize the power of attorney set forth in Section 6.

Voting and Distributions. So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) below: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified such Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, such Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and (2) the Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or and the Security Collateral Agent shall has not have made a request under Section 4.4.1(c)(iigiven the applicable Grantor five (5) belowBusiness Days’ prior written notice to the contrary: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by Grantor of any Pledged Stock for, or Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Indenture, shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; andCredit Agreement; (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; and (3) upon the occurrence and during the continuation of an Event of Default and upon two (2) Business Days’ prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’s intention to exercise such rights: (A) all rights of each Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause the applicable issuer to execute and deliver) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Collateral Agent shall not have made a request under Section 4.4.1(c)(ii) below: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified Grantor that, in the Security Collateral Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by Grantor of any Pledged Stock for, or Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above. (ii) Upon request by the Collateral Agent after the occurrence and during the continuation of an Event of Default: (1) all rights of Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) below: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureCredit Agreement, Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureCredit Agreement; provided, Grantor shall not exercise or refrain from exercising any such right if the Security Agent shall have notified Grantor that, in the Security Agent’s reasonable judgment, such action would have a material adverse effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, Grantor shall give the Security Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by Grantor of any Pledged Stock for, or Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the IndentureCredit Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Credit Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Security Agent; and (2) the Security Agent shall promptly execute and deliver (or cause to be executed and delivered) to Grantor all proxies, and other instruments as Grantor may from time to time reasonably request for the purpose of enabling Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above. (ii) Upon request by the Security Agent after the occurrence and during the continuation of an Event of Default: (1) all rights of Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Security Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (2) in order to permit the Security Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Security Agent all proxies, dividend payment orders and other instruments as the Security Agent may from time to time reasonably request and (2) Grantor acknowledges that the Security Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureTerm Loan Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureTerm Loan Agreement; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified such Grantor that, in the Security Collateral Agent’s 's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, such Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s 's consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s 's consent to or approval of any action otherwise permitted under this Agreement and the IndentureTerm Loan Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Term Loan Agreement within the meaning of this Section 4.4.1(c)(i)(14.4(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (3) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, in each case, subject to the Intercreditor Agreement: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property Investment Related Property in this Agreement or elsewhere herein or in the IndentureFinancing Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureFinancing Agreement; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified such Grantor that, in the Security Collateral Agent’s 's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, such Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s 's consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s 's consent to or approval of any action otherwise permitted under this Agreement and the IndentureFinancing Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Financing Agreement within the meaning of this Section 4.4.1(c)(i)(14.4(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above; (3) Upon the occurrence and during the continuation of an Event of Default: (A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and (B) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 6.1.

Voting and Distributions. (i) So long as no Event of Default shall have occurred and be continuing or the Security Agent shall not have made a request under Section 4.4.1(c)(ii) belowcontinuing: (1) except as otherwise provided under the covenants and agreements relating to investment related property in this Agreement or elsewhere herein or in the IndentureRevolving Loan Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Collateral Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the IndentureRevolving Loan Agreement; provided, no Grantor shall not exercise or refrain from exercising any such right if the Security Collateral Agent shall have notified such Grantor that, in the Security Collateral Agent’s 's reasonable judgment, such action would have a material adverse effect Material Adverse Effect on the value of the Collateral Investment Related Property or any substantial part thereof; and provided further, such Grantor shall give the Security Collateral Agent at least five (5) Business Days prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s 's consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s 's consent to or approval of any action otherwise permitted under this Agreement and the IndentureRevolving Loan Agreement, shall be deemed inconsistent with the terms of this Agreement or the Indenture Revolving Loan Agreement within the meaning of this Section 4.4.1(c)(i)(14.4(c)(i)(1), and no notice of any such voting or consent need be given to the Security Collateral Agent; and (2) the Security Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above.; (