Common use of Voting and Ownership of Shares Clause in Contracts

Voting and Ownership of Shares. So long as no Event of Default has occurred and is continuing under the Credit Agreement, the Pledgor shall be entitled to: (a) vote the Collateral; and (b) receive all dividends and distributions paid on or with respect to the Collateral in cash (but only such dividends and distributions paid in cash), provided that all dividends, distributions, income or proceeds of the Collateral (other than those paid in cash prior to the occurrence and continuance of an Event of Default and permitted to be so paid in cash in accordance with the Credit Agreement) shall be, promptly after receipt thereof by the Pledgor, delivered to the Administrative Agent and held as security in accordance with this Agreement and, until so delivered to the Administrative Agent, shall be held in trust by the Pledgor for and on behalf of the Administrative Agent; and in all events the Pledgor shall comply with all applicable terms and provisions of the Credit Agreement and the other Loan Documents to which the Pledgor is a party. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall, upon five (5) Business Days’ written notice to the Pledgor, be entitled to exercise (but without any obligation to do so) all voting rights and privileges whatsoever with respect to the Collateral until the Full Payment of the Obligations, including, without limitation, voting the Collateral to remove the directors, officers and/or individuals performing similar functions of the Pledged Subsidiaries or any of them, and to elect new directors, officers and/or individuals performing similar functions who shall thereafter manage the affairs of the Pledged Subsidiaries, operate their respective properties and carry on their respective businesses and otherwise take any action with respect thereto as they shall deem necessary or appropriate. The Pledgor hereby grants to the Administrative Agent an irrevocable voting proxy for the Administrative Agent or, at the Administrative Agent’s option, any nominee of the Administrative Agent as the Administrative Agent may designate to exercise such voting rights and privileges, upon the occurrence and during the continuance of any Default. Promptly upon the written request of the Administrative Agent and after the occurrence and during the continuance of an Event of Default, the Pledgor agrees that the Pledgor shall promptly deliver to the Administrative Agent all proxies and other agreements, documents and instruments necessary or appropriate to permit or facilitate the Administrative Agent’s voting rights and privileges referred to in this Section 3.

Voting and Ownership of Shares. So long as no Event of Default has occurred and is continuing under the Credit Agreement, the Pledgor shall be entitled to: (a) vote the Collateral; and (b) receive all dividends and distributions paid on or with respect to the Collateral in cash (but only such dividends and distributions paid in cash), provided that all dividends, distributions, income or proceeds of the Collateral (other than those paid in cash prior to the occurrence and continuance of an Event of Default and permitted to be so paid in cash in accordance with the Credit Agreement) shall be, promptly after receipt thereof by the Pledgor, delivered to the Administrative Agent and held as security in accordance with this Agreement and, until so delivered to the Administrative Agent, shall be held in trust by the Pledgor for and on behalf of the Administrative Agent; and in all events the Pledgor shall comply with all applicable terms and provisions of the Credit Agreement and the other Loan Documents to which the Pledgor is a party. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall, upon five (5) Business Days’ written notice to the Pledgor, be entitled to exercise (but without any obligation to do so) all voting rights and privileges whatsoever with respect to the Collateral until the earlier of the Full Payment of the ObligationsObligations or the cure or waiver of such Event of Default, including, without limitation, voting the Collateral to remove the directors, officers and/or individuals performing similar functions of the Pledged Subsidiaries or any of them, and to elect new directors, officers and/or individuals performing similar functions who shall thereafter manage the affairs of the Pledged Subsidiaries, operate their respective properties and carry on their respective businesses and otherwise take any action with respect thereto as they shall deem necessary or appropriate. The Pledgor hereby grants to the Administrative Agent an irrevocable voting proxy for the Administrative Agent or, at the Administrative Agent’s option, any nominee of the Administrative Agent as the Administrative Agent may designate to exercise such voting rights and privileges, upon the occurrence and during the continuance of any an Event of Default. Promptly upon the written request of the Administrative Agent and after the occurrence and during the continuance of an Event of Default, the Pledgor agrees that the Pledgor shall promptly deliver to the Administrative Agent all proxies and other agreements, documents and instruments necessary or appropriate to permit or facilitate the Administrative Agent’s voting rights and privileges referred to in this Section 34.

Voting and Ownership of Shares. So long as no Until an Event of Default has occurred and is continuing under the Credit AgreementLoan Agreement and, in the Pledgor case of clause (B) below, so long as the Voting Notice (as defined below) has not been given, Pledgors shall be entitled to: to (ai) vote the Collateral; Stock for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement, and (bii) receive all dividends income and distributions paid on or with respect proceeds thereof, including, without limitation, any cash dividends, to the Collateral in cash (but only such dividends and distributions paid in cash), provided that all dividends, distributions, income or proceeds of extent permitted under the Collateral (other than those paid in cash prior to the occurrence and continuance of an Event of Default and permitted to be so paid in cash in accordance with the Credit Loan Agreement) shall be, promptly after receipt thereof by the Pledgor, delivered to the Administrative Agent and held as security in accordance with this Agreement and, until so delivered to the Administrative Agent, shall be held in trust by the Pledgor for and on behalf of the Administrative Agent; and in all events the Pledgor shall comply with all applicable terms and provisions of the Credit Agreement and the other Loan Documents to which the Pledgor is a party. Upon the occurrence and during the continuance of any Event of DefaultDefault under the Loan Agreement, (A) all rights of a Pledgor to vote shall cease upon the Administrative Agent shallgiving of notice by Lender to such Pledgor (the “Voting Notice”), (B) upon five (5) Business Days’ written notice to the Pledgorgiving of the Voting Notice, Lender shall be entitled to exercise (but without any obligation to do so) all voting rights and privileges whatsoever with respect to the Collateral Stock until the Full Payment earlier of the ObligationsObligations being paid in full and all Commitments to provide credit to the Borrowers under the Loan Agreement have terminated, includingor such Events of Default being cured or waived, including without limitation, voting the Collateral Stock to remove the directors, directors and officers and/or individuals performing similar functions of the Pledged Subsidiaries Corporations or any of them, and to elect new directors, directors and officers and/or individuals performing similar functions of the Corporations who shall thereafter manage the affairs of the Pledged SubsidiariesCorporations, operate their respective properties and carry on their respective businesses and otherwise take any action with respect thereto as they shall deem necessary or appropriate. The Pledgor hereby grants and appropriate in their discretion; provided that Lender shall, in its sole discretion, have the right, from time to the Administrative Agent an irrevocable voting proxy for the Administrative Agent or, at the Administrative Agent’s option, any nominee of the Administrative Agent as the Administrative Agent may designate to exercise such voting rights and privileges, upon the occurrence and during the continuance of any Default. Promptly upon the written request of the Administrative Agent and after the occurrence time following and during the continuance of an Event of Default, to permit the Pledgor agrees to exercise such rights and (C) all rights of a Pledgor to receive income shall cease and Lender shall then have the right to receive and hold as Collateral any income or proceeds of such Stock; provided that Lender shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default, to permit the Pledgor shall promptly deliver to the Administrative Agent all proxies and other agreements, documents and instruments necessary receive such income or appropriate to permit or facilitate the Administrative Agent’s voting rights and privileges referred to in this Section 3proceeds.

Voting and Ownership of Shares. So long as no Until an Event of Default has occurred and is continuing under the Credit AgreementLoan Agreement and, in the Pledgor case of clause (B) below, so long as the Voting Notice (as defined below) has not been given, Pledgors shall be entitled to: to (ai) vote the Collateral; Stock for any purpose not inconsistent with the terms of this Agreement or the Loan Agreement, and (bii) receive all dividends income and distributions paid on or with respect proceeds thereof, including, without limitation, any cash dividends, to the Collateral in cash (but only such dividends and distributions paid in cash), provided that all dividends, distributions, income or proceeds of extent permitted under the Collateral (other than those paid in cash prior to the occurrence and continuance of an Event of Default and permitted to be so paid in cash in accordance with the Credit Loan Agreement) shall be, promptly after receipt thereof by the Pledgor, delivered to the Administrative Agent and held as security in accordance with this Agreement and, until so delivered to the Administrative Agent, shall be held in trust by the Pledgor for and on behalf of the Administrative Agent; and in all events the Pledgor shall comply with all applicable terms and provisions of the Credit Agreement and the other Loan Documents to which the Pledgor is a party. Upon the occurrence and during the continuance of any Event of DefaultDefault under the Loan Agreement, (A) all rights of a Pledgor to vote shall cease upon the Administrative Agent shallgiving of notice by Lender to such Pledgor (the “Voting Notice”), (B) upon five (5) Business Days’ written notice to the Pledgorgiving of the Voting Notice, Lender shall be entitled to exercise (but without any obligation to do so) all voting rights and privileges whatsoever with respect to the Collateral Stock until the Full Payment earlier of the ObligationsObligations being paid in full or such Events of Default being cured or waived, including, including without limitation, voting the Collateral Stock to remove the directors, directors and officers and/or individuals performing similar functions of the Pledged Subsidiaries Corporations or any of them, and to elect new directors, directors and officers and/or individuals performing similar functions of the Corporations who shall thereafter manage the affairs of the Pledged SubsidiariesCorporations, operate their respective properties and carry on their respective businesses and otherwise take any action with respect thereto as they shall deem necessary or appropriate. The Pledgor hereby grants and appropriate in their discretion; provided that Lender shall, in its sole discretion, have the right, from time to the Administrative Agent an irrevocable voting proxy for the Administrative Agent or, at the Administrative Agent’s option, any nominee of the Administrative Agent as the Administrative Agent may designate to exercise such voting rights and privileges, upon the occurrence and during the continuance of any Default. Promptly upon the written request of the Administrative Agent and after the occurrence time following and during the continuance of an Event of Default, to permit the Pledgor agrees to exercise such rights and (C) all rights of a Pledgor to receive income shall cease and Lender shall then have the right to receive and hold as Collateral any income or proceeds of such Stock; provided that Lender shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default, to permit the Pledgor shall promptly deliver to the Administrative Agent all proxies and other agreements, documents and instruments necessary receive such income or appropriate to permit or facilitate the Administrative Agent’s voting rights and privileges referred to in this Section 3proceeds.