Common use of Voting; Dividends Clause in Contracts

Voting; Dividends. (a) Notwithstanding this Agreement, so long as Pledgors own any of the Shares and no Event of Default has occurred and is continuing, each Pledgor will be entitled to vote their respective Shares. Each Pledgor hereby grants to Pledgee an irrevocable proxy to exercise all voting and corporate rights relating to the Collateral in any instance, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of, an Event of Default. (b) If, at any time after an Event of Default occurs and is continuing, Pledgor receives or shall become entitled to receive with respect to the Collateral, any distribution, dividend or other payment, whether in cash, in kind or otherwise (including by way of split, spin-off, split-up or reclassification, combination of equity or the like, recapitalization, exchange of equity, or in case of any reorganization, liquidation, dissolution or similar event or proceeding, consolidation or merger), then and in each such case, all of the rights of Pledgors to receive such distribution, dividend or payment shall thereupon be deemed to be additional Collateral. (c) Any dividends or distributions which are received by Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of Pledgee, shall be segregated from other funds of each Pledgor and identified as property held in trust for the benefit of Pledgee and shall forthwith be delivered to Pledgee in the same form as so received (with any necessary endorsement or assignment) to be treated in accordance with the terms herein. (d) In order to permit Pledgee to receive all the dividends and distributions which Pledgee may be entitled to receive under this Section 6, each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Pledgee any distribution payment orders and other instruments as Pledgee may from time to time request in order to give effect to the rights granted hereunder.

Voting; Dividends. (a) Notwithstanding this Agreement, so So long as Pledgors own any of the Shares and no Event of Default has shall have occurred and is be continuing, each Pledgor will and except as may be otherwise provided in this Agreement or in any other Transaction Document: (i) except as provided in Section 4.01(e), the Pledgors shall be entitled to vote their respective Shares. Each Pledgor hereby grants to Pledgee an irrevocable proxy to exercise any and all voting rights and corporate other consensual rights relating pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Transaction Documents; provided that (A) the Pledgors shall give the Secured Party at least ten (10) days’ prior written notice of the manner in which any instancePledgor intends to exercise, which proxy or the reasons for refraining from exercising, any such voting right or other consensual right and (B) the Pledgors shall only be exercisable immediately upon not exercise or refrain from exercising any such voting right or other consensual right if, in the occurrence Secured Party’s judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral or any part thereof and during the continuance of, an Event of Default.Secured Party so notifies the Pledgors within ten (10) days after having received such written notice from the Pledgors; (bii) If, at any time after an Event of Default occurs and is continuing, Pledgor receives or the Pledgors shall become be entitled to receive with and retain cash Dividends paid in respect of Pledged Collateral to the extent, and only to the extent, that the Pledgor’s receipt and retention of such cash Dividends are expressly permitted by, and otherwise paid in accordance with, the terms and conditions of the Transaction Documents, or are otherwise expressly consented to by the Secured Party in writing, provided, however, that any and all (A) Dividends paid or payable other than in cash in respect of any Pledged Collateral, any distribution(B) instruments and other property received, dividend or other payment, whether in cash, in kind receivable or otherwise (including by way of split, spin-off, split-up or reclassification, combination of equity or the like, recapitalization, exchange of equitydistributed in respect of, or in case exchange for, any Pledged Collateral, (C) Dividends paid or payable in cash in respect of any reorganization, liquidation, Pledged Collateral in connection with a partial or total liquidation or dissolution or similar event in connection with a reduction of capital, capital surplus or proceedingpaid-in-surplus, consolidation (D) cash paid, payable or merger)otherwise distributed in respect of principal of, then or in redemption of, or in exchange for, any Pledged Collateral, and (E) Dividends paid or payable in each violation of any Pledgor’s or any Issuer’s agreement with the Secured Party that such caseDividends not be paid, all of shall forthwith be delivered to the rights of Pledgors Secured Party to receive such distributionhold as Pledged Collateral and shall, dividend or payment shall thereupon be deemed to be additional Collateral. (c) Any dividends or distributions which are if received by Pledgor contrary to the provisions of this Section 6 shall any Pledgor, be received in trust for the benefit of Pledgeethe Secured Party, shall be segregated from the other property or funds of each Pledgor the Pledgors, and identified as property held in trust for the benefit of Pledgee and shall be forthwith be delivered to Pledgee the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement or assignment) to be treated in accordance with the terms herein.indorsement; and (diii) In order to permit Pledgee to receive all the dividends and distributions which Pledgee may be entitled to receive under this Section 6, each Pledgor Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgee any distribution payment orders the Pledgors all such proxies and other instruments as Pledgee the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the voting rights and other consensual rights which they are entitled to exercise pursuant to clause (i) of this Section 4.01(a) and to receive any Dividend that they are authorized to receive and retain pursuant to clause (ii) of this Section 4.01(a). (b) Upon the occurrence, and during the continuance, of any Event of Default: (i) all rights of the Pledgors to exercise the voting rights and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 4.01(a)(i) and to receive such Dividends as the Pledgors would otherwise be authorized to receive and retain pursuant to Section 4.01(a)(ii) shall cease, and all such voting rights and other consensual rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting rights and other consensual rights and to receive and hold as Pledged Collateral such Dividends; and (ii) all Dividends which are received by any Pledgor contrary to the provisions of clause (i) of this Section 4.01(b) or contrary to any other agreement with the Secured Party shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgors, and shall be forthwith paid over to the Secured Party as Pledged Collateral in the same form as so received with any necessary indorsement. (c) The Secured Party shall be entitled to deposit any Dividends and other payments received by the Secured Party pursuant to this Agreement into any Collateral Account, and upon the occurrence, and during the continuance, of any Event of Default, the Secured Party shall be entitled to apply the collected balances in each Collateral Account, or any portion thereof, at any time and from time to time, against the outstanding balance of any Obligations or other indebtedness, liabilities or obligations secured by this Agreement in such order as the Secured Party may determine in the Secured Party’s discretion. (d) In the event that any Dividend, distribution, principal, interest, or other amount is paid to any Pledgor in respect of any Pledged Collateral, the Pledgors shall give the Secured Party written notice of the payment of such Dividend, distribution, principal, interest, or other amount within two (2) Business Days after the payment thereof to any Pledgor. (e) The Pledgors shall not exercise any voting right or other consensual right with respect to any Article 8 Matter at any time without the Secured Party’s prior written consent. If a vote or any other action on any Article 8 Matter is proposed or requested by an Issuer or any other Person, the Pledgors shall give the Secured Party prompt written notice of such proposal or request. Furthermore, if the Secured Party shall request any Pledgor to exercise any voting right or other consensual right with respect to any Article 8 Matter, such Pledgor shall exercise such voting right or such other consensual right with respect to such Article 8 Matter in order to give effect to accordance with the rights granted hereunderSecured Party’s instructions.