Common use of Voting and Other Rights in Respect of Pledged Interests Clause in Contracts

Voting and Other Rights in Respect of Pledged Interests. Upon the occurrence and during the continuation of an Event of Default, (i) Lender may, at its option, and with two (2) Business Days prior notice to such Borrower or such other Loan Party, and in addition to all rights and remedies available to Lender under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by any Borrower or any other Loan Party, but under no circumstances is Lender obligated by the terms of this Agreement to exercise such rights, and (ii) if Lender duly exercises its right to vote any of such Pledged Interests, each Borrower and each other Loan Party hereby appoints Lender, such Borrower’s and such Loan Party’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Lender deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. For so long as such Borrower or such other Loan Party shall have the right to vote the Pledged Interests owned by it, such Borrower and such other Loan Party covenants and agrees that it will not, without the prior written consent of Lender, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Lender or the value of the Pledged Interests.

Voting and Other Rights in Respect of Pledged Interests. (a) Upon the occurrence and during the continuation of an Event of Default, in addition to all other rights and remedies available to the Administrative Agent under any other agreement, at law, in equity, or otherwise, and in all cases without any requirement that any notice be delivered to any Person, (i) Lender the Administrative Agent shall have the sole and exclusive right to receive any and all dividends, payments or other Proceeds paid in respect of the Pledged Interests and other Investment Property and make application thereof to the Secured Obligations in the manner set forth in Section 2.9 of the Credit Agreement, (ii) the Administrative Agent shall have the sole and exclusive right (but shall be under no obligation) to register any or all of the Pledged Interests and other Investment Property in the name of the Administrative Agent or its nominee (iii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights with respect to Pledged Interests and Investment Property which it would otherwise be entitled to exercise shall automatically cease and all such rights shall thereupon become vested, solely and exclusively in the Administrative Agent and Administrative Agent or its nominee may, at its option, and with two (2) Business Days prior without notice to such Borrower or such other Loan Partyany Grantor, and in addition to all rights and remedies available to Lender Administrative Agent under any other agreement, at law, in equity, or otherwise, exercise or refrain from exercising, (x) all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests and Investment Property owned by such Grantor, whether at any Borrower meeting of shareholders of the relevant issuer or any other Loan Partyissuers, by written consent in lieu of a meeting or otherwise, but under no circumstances is Lender Administrative Agent obligated by the terms of this Agreement to exercise such rights and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Interest and other Investment Property as if it were the absolute owner thereof (including the right to exchange, at its discretion, any and all of the Pledged Interest or other Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to the Pledged Interest or other Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interest or other Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine in its sole discretion), all without liability except to account for property actually received by the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor or any other Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing and (iiiv) if Lender duly exercises its right to vote any of such Pledged Interests, each Borrower and each other Loan Party Grantor hereby appoints LenderAdministrative Agent, such Borrower’s and such Loan PartyGrantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY Irrevocable Proxy to vote all or any such Pledged Interests and Investment Property in any manner Lender Administrative Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholdersshareholders (including holders of Capital Stock of any issuer), partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. For so long as such Borrower or such other Loan Party , and shall have the right to vote the Pledged Interests owned by it, such Borrower and such other Loan Party covenants and agrees that it will not, be effective without the prior written consent of Lender, vote or take necessity that any consensual action with respect to such Pledged Interests which would materially adversely affect be taken by any Person (including the rights of Lender or the value issuer of the relevant Pledged InterestsInterest or other Investment Property or any officer or agent thereof), shall survive the bankruptcy, dissolution or winding up of each relevant Grantor, and shall terminate only on the Facility Termination Date. 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 each Grantor shall promptly (and in any event within one (1) Business Day following a request from the Administrative Agent), 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 each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.

Voting and Other Rights in Respect of Pledged Interests. (a) Upon the occurrence and during the continuation of an Event of Default, (i) Lender all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights with respect to Pledged Interests which it would otherwise be entitled to exercise shall cease and all such rights shall thereupon become vested in the Agent and Agent may, at its option, and with two (2) Business Days prior without notice to such Borrower or such other Loan Partyany Grantor, and in addition to all rights and remedies available to Lender Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Interests owned by any Borrower or any other Loan Partysuch Grantor, but under no circumstances is Lender Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Lender Agent duly exercises its right to vote any of such Pledged Interests, each Borrower and each other Loan Party Grantor hereby appoints LenderAgent, such Borrower’s and such Loan PartyGrantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Lender Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. For so long In order to permit the 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 each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as such Borrower or such other Loan Party shall have the right Agent may from time to vote time reasonably request and each Grantor acknowledges that the Pledged Interests owned by it, such Borrower and such other Loan Party covenants and agrees that it will not, without Agent may utilize the prior written consent power of Lender, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Lender or the value of the Pledged Interestsattorney set forth herein.