Common use of Voting; Distributions Clause in Contracts

Voting; Distributions. (a) So long as no Default or Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and in a manner which does not impair the value or transferability of any of the Collateral. (b) Except as provided in Section 5(c), each Pledgor shall be entitled to receive and retain cash distributions (and to disburse any of the foregoing subject to such restrictions as are set forth in the Loan Agreement) paid in respect of the Interest Collateral and any and all interest on and principal of the Pledged Debt; provided, however, that any and all instruments and other property received or receivable by a Pledgor or otherwise distributed to a Pledgor in exchange for any Interest Collateral shall, if received by such Pledgor, be received in trust for the benefit of the Pledgee and be forthwith delivered to the Pledgee as Interest Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Pledgor to receive the principal, interest and other cash distributions that it would otherwise be authorized to receive and retain under Section 5(b) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to receive and hold as Collateral such principal, interest and other distributions. (ii) Any and all principal, interest and other distributions payable to any Pledgor in respect of the Collateral shall be received by such Pledgor in trust for the benefit of the Pledgee, shall be segregated from other funds of such Pledgor and shall, upon the written request of the Pledgee, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

Voting; Distributions. (a) So long as there shall exist no Default or Event of Default (as hereinafter defined) or, if there shall exist an Event of Default, the Secured Party shall not have occurred and be continuingnotified the Pledgor in writing of its election to exercise its rights under this Section 4 , each the Pledgor shall be entitled (i) to exercise the voting power with respect to the Pledged Collateral as he or she shall determine to be appropriate and (ii) to receive cash dividends and other distributions of cash at any time and from time to time declared or made upon any of the Pledged Collateral. In case, but only so long as, there shall exist an Event of Default (as hereinafter defined), but subject to the provisions of the Uniform Commercial Code or other applicable law, upon the giving of the written notice to the Pledgor, the Secured Party shall be entitled (a) to cause all or any of the Pledged Collateral to be transferred into its name or into the name of its nominee or nominees, (b) to exercise the voting power with respect to the Pledged Collateral as it shall determine to be appropriate, (c) to receive and retain, as collateral security for the Secured Obligations, any and all dividends and other distributions at any time and from time to time declared or made upon any of the Pledged Collateral, and (d) to exercise any and all voting and rights of payment, conversion, exchange, subscription or any other consensual rights rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof, including without limitation, the right to exchange, at its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Secured Party or, upon the exercise of any part thereof for any purpose not inconsistent with such right, privilege or option pertaining to the terms of this Agreement Pledged Collateral, and in a manner which does not impair connection therewith, to deposit and deliver any and all of the value Pledged Collateral with any committee, depository, transfer agent, registrar or transferability of other designated agency upon such terms and conditions as the Secured Party may determine, all without liability except to account for property actually received. The Secured Party shall have no duty to exercise any of the Collateral. (b) Except as provided in Section 5(c)aforesaid rights, each Pledgor privileges or options and shall not be entitled to receive and retain cash distributions (and to disburse any of the foregoing subject to such restrictions as are set forth in the Loan Agreement) paid in respect of the Interest Collateral and any and all interest on and principal of the Pledged Debt; provided, however, that any and all instruments and other property received or receivable by a Pledgor or otherwise distributed to a Pledgor in exchange responsible for any Interest Collateral shall, if received by such Pledgor, be received failure to do so or delay in trust for the benefit of the Pledgee and be forthwith delivered to the Pledgee as Interest Collateral in the same form as so received (with any necessary endorsement)doing. (c) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Pledgor to receive the principal, interest and other cash distributions that it would otherwise be authorized to receive and retain under Section 5(b) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to receive and hold as Collateral such principal, interest and other distributions. (ii) Any and all principal, interest and other distributions payable to any Pledgor in respect of the Collateral shall be received by such Pledgor in trust for the benefit of the Pledgee, shall be segregated from other funds of such Pledgor and shall, upon the written request of the Pledgee, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

Voting; Distributions. (a) So long as there shall exist no Default or Event of Default (as defined in the Notes) or, if there shall exist an Event of Default, the Agent shall not have occurred and be continuingnotified the Pledgor in writing of its election to exercise the rights of the Secured Parties under this Section 4, each the Pledgor shall be entitled (i) to exercise any the voting power with respect to the Pledged Shares as it shall determine to be appropriate and all voting (ii) to receive cash dividends and other consensual rights pertaining distributions of cash at any time and from time to the Collateral time declared or any part thereof for any purpose not inconsistent with the terms of this Agreement and in a manner which does not impair the value or transferability of made upon any of the Collateral. Pledged Shares. In case, but only so long as, there shall exist an Event of Default, upon the giving of the written notice to the Pledgor, the Agent shall be entitled (a) to exercise the voting power with respect to the Pledged Shares as it shall determine to be appropriate but for the benefit of the Secured Parties, (b) Except as provided in Section 5(c), each Pledgor shall be entitled to receive and retain cash for the benefit of the Secured Parties, as collateral security for the Secured Obligations, any and all dividends and other distributions (at any time and from time to disburse time declared or made upon any of the foregoing subject Pledged Shares, and (c) to such restrictions as are set forth in exercise for the Loan Agreement) paid in respect benefit of the Interest Collateral and Secured Parties any and all interest on and principal rights of payment, conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Shares as if it were the absolute owner thereof, all without liability except to account for property actually received. The Agent shall have no duty to exercise any of the Pledged Debtaforesaid rights, privileges or options, and shall not be responsible for any failure to do so or delay in so doing; provided, however, that any the Agent shall take, and all instruments shall refrain from taking, such actions and other property received shall exercise, and shall refrain from exercising, such privileges or receivable options as may be directed by a Pledgor or otherwise distributed to a Pledgor in exchange for any Interest Collateral shall, if received by such Pledgor, be received in trust for the benefit Secured Parties then holding Notes the aggregate unpaid principal balance of which is at least 75% of the Pledgee and be forthwith delivered to then aggregate unpaid principal balance of all Notes (the Pledgee as Interest Collateral in the same form as so received (with any necessary endorsement“Required Secured Parties”). (c) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Pledgor to receive the principal, interest and other cash distributions that it would otherwise be authorized to receive and retain under Section 5(b) shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to receive and hold as Collateral such principal, interest and other distributions. (ii) Any and all principal, interest and other distributions payable to any Pledgor in respect of the Collateral shall be received by such Pledgor in trust for the benefit of the Pledgee, shall be segregated from other funds of such Pledgor and shall, upon the written request of the Pledgee, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

Voting; Distributions. (a) So long as no Default or Unless an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given notice to the Pledgor of the Collateral Agent’s intent to exercise its rights under this Section 2.03(a) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding, each which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining with respect to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and in a manner which does not impair the value or transferability of any of the Pledged Collateral. (b) Except as provided in Section 5(c), each Pledgor shall be entitled to receive and retain cash distributions (and to disburse any of the foregoing subject to such restrictions as are set forth in the Loan Agreement) paid in respect of the Interest Collateral and any and all interest on and principal of the Pledged Debt; provided, however, that any and all instruments and other property received or receivable by a Pledgor or otherwise distributed to a Pledgor in exchange for any Interest Collateral shall, if received by such Pledgor, be received in trust for the benefit of the Pledgee and be forthwith delivered no vote with respect to the Pledgee as Interest Pledged Collateral shall be cast, right exercised or other action taken which would be inconsistent with, or result in the same form as so received (with any necessary endorsement). (c) violation of, any provision of any of this Agreement or any other Loan Documents. Upon the occurrence and during the continuance continuation of an Event of Default: Default and after notice thereof from the Collateral Agent to the Pledgor (iit being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Pledgor is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) All days of its filing), all voting and other rights of each the Pledgor with respect to receive the principal, interest and other cash distributions that it Pledged Collateral which the Pledgor would otherwise be authorized entitled to receive and retain under Section 5(b) exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall thereupon become be vested in the Pledgee who Collateral Agent which shall thereupon have the sole right to receive and hold as Collateral exercise such principal, interest and other distributionsrights. (ii) Any and all principal, interest and other distributions payable to any Pledgor in respect of the Collateral shall be received by such Pledgor in trust for the benefit of the Pledgee, shall be segregated from other funds of such Pledgor and shall, upon the written request of the Pledgee, be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).