Common use of Voting Rights and Dividends Clause in Contracts

Voting Rights and Dividends. 3.1 As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following the occurrence of an Event of Default and provided that such Event of Default is continuing, to exercise the voting rights attached to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

Voting Rights and Dividends. 3.1 As long as this Pledge Agreement remains in force and unless until the occurrence of an Enforcement Event of Default has occurred and which is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan DocumentsRelated Assets. Following the occurrence of an Enforcement Event of Default and provided that such Event of Default which is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) Related Assets and to apply them in accordance with the terms of the Loan Documents. If the Pledgor receives any Related Assets following an Enforcement Event which is continuing, the Pledgor shall promptly pay them over to the Collateral Agent. 3.2 Unless Until the occurrence of an Enforcement Event of Default has occurred and which is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or Pledge, cause an Enforcement Event to occur or vary the rights attaching to or conferred by all or any part of Default to occurthe Pledged Portfolio or (ii) increase the issued share capital of the Company (except in accordance with clause 4.2.3 below). Following After the occurrence of an Enforcement Event of Default and provided that which is continuing and, for as long as such Enforcement Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to)obliged, following the occurrence of after an Enforcement Event of Default has occurred, is continuing and provided that for as long as such Enforcement Event of Default is continuing, to exercise the voting rights attached to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

Voting Rights and Dividends. 3.1 As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. 3.3 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following 3.4 Following the occurrence of an Event of Default and provided that such Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attached attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.of

Voting Rights and Dividends. 3.1 As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. 3.3 Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following 3.4 Following the occurrence of an Event of Default and provided that such Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attached attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fitfit (including for the avoidance of doubt, in relation to the removal and appointment of members of the supervisory board of the Company). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor’s ownership of the pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of management to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

Voting Rights and Dividends. 3.1 As long as The Chargee confirms that provided no Event of Default has occurred and is continuing unremedied and unwaived, the Chargor shall be entitled to: 3.1.1 receive, retain and utilise all dividends, interest and other monies arising on the Quota to the extent permitted under the Loan Documents; and 3.1.2 to retain and to exercise all voting rights in respect of the Quota and all other rights and powers relating to the Quota in a manner which does not adversely affect the validity or enforceability of the security constituted by this Pledge Agreement remains or cause an Event of Default to occur; however the Chargor (a) shall be entitled to vote upon the decrease of registered capital to be made in force accordance with a mandatory statutory requirement set out in the relevant provisions of the Companies Act and unless (b) shall be entitled to exercise any voting rights otherwise prohibited by this clause with the consent of the Chargee. 3.2 The Company shall, to the extent permitted by the Loan Documents, be authorised to pay cash dividends directly to the Chargor. By signing this Agreement, the Company confirms that a written notice from the Chargee to the Company if, and stating that, an Event of Default has occurred and is continuingcontinuing unremedied and unwaived, the Pledgor shall be sufficient for the Company to accept the Chargee as being exclusively entitled to receive all dividends, subject to the terms of such rights and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default other powers which it is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 Unless exercise if an Event of Default has occurred and is continuingcontinuing unremedied and unwaived. 3.3 If an Event of Default has occurred and is continuing unremedied and unwaived, the Pledgor shall be entitled Chargee may, at its discretion (in the name of the Chargor or otherwise and without any further consent or authority from the Chargor), but subject to the provisions of this Agreement: 3.3.1 exercise all (or refrain from exercising) any voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares Quota that is necessary and/or desirable in a manner which does not (i) adversely affect order to preserve the value, the status, the legal title and any relevant rights with respect to the Quota and to preserve the validity or and enforceability of the Charge over the Quota; 3.3.2 apply all dividends, interest and other monies arising on the Quota as though they were the proceeds of sale under this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following the occurrence of an Event of Default and provided that such Event of Default is continuing, to exercise the voting rights attached to the Shares Agreement in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fit. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rightsClause 6 (Enforcement).

Voting Rights and Dividends. 3.1 1. As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 2. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. 3. Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following 4. Following the occurrence of an Event of Default and provided that such Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attached attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fitfit (including for the avoidance of doubt, in relation to the removal and appointment of members of the supervisory board of the Company). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor’s ownership of the pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of managers to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.

Voting Rights and Dividends. 3.1 As long as this Pledge Agreement remains in force and unless until the occurrence of an Event of Default has occurred and which is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default which is continuing and provided that such Event the service of Default is continuinga notice by the Administrative Agent to the Pledgor of the suspension of the Pledgor’s right to receive dividends given in writing, or by telephone if promptly confirmed in writing, the Collateral Administrative Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. As of the moment and upon the condition that all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to the Pledgor (without interest and not exceeding the actual net amount received by the Administrative Agent in this respect) all dividends that the Pledgor would otherwise be permitted to retain pursuant to the terms of this Clause 3.1. 3.2 Unless Until the occurrence of an Event of Default has occurred and which is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not not, except as may be permitted by any Loan Document, (i) adversely affect the validity or enforceability of this Pledge or Pledge, cause an Event of Default to occuroccur or materially or adversely affect the rights attaching to or conferred by all or any part of the Pledged Portfolio or (ii) increase the issued share capital of the Company in a way which in the reasonable opinion of the Administrative Agent would prejudice the value of the Pledged Portfolio, or the ability of the Administrative Agent to enforce the Pledge. Following After the occurrence of an Event of Default and provided that and, for as long as such Event of Default is continuingcontinuing and the Administrative Agent has given notice to the Pledgor of the suspension of its voting right either in writing, or by telephone if promptly confirmed in writing, the Pledgor shall not, without the prior written consent of the Collateral Administrative Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Administrative Agent shall be entitled (but not obliged to)obliged, following the occurrence of after an Event of Default has occurred and provided that for as long as such Event of Default is continuing, to exercise the voting rights attached to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Administrative Agent deems fitfit (including for the avoidance of doubt, in relation to the removal and appointment of managers). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights attached to the Shares, and, without prejudice to the Pledgor’s ownership of the pledged Shares, the Administrative Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of managers to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Administrative Agent may exercise such rights and use, where required, the Shares for this purpose. 3.4 The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Administrative Agent, including the issuing of a written proxy in any form or any other document that the Collateral Administrative Agent may require for the purpose of exercising the voting rights. As of the moment and upon the condition that all Events of Default have been cured or waived, the Pledgor shall have the exclusive right to exercise the voting rights that the Pledgor would otherwise be authorized to exercise pursuant to the terms of Clause 3.2 above.

Voting Rights and Dividends. 3.1 1. As long as this Pledge Agreement remains in force and unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive all dividends, subject to the terms of and to the extent permitted by the Loan Documents. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Collateral Agent shall be entitled to receive all dividends (subject to terms of the Principal Finance Documents) and to apply them in accordance with the terms of the Loan Documents. 3.2 2. For the avoidance of doubt, unless an Event of Default has occurred and is continuing, this provision shall not restrict the ability of the Pledgor to amend the articles of association of the Company so long as any such amendment does not adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. 3. Unless an Event of Default has occurred and is continuing, the Pledgor shall be entitled to exercise all voting rights attached to the Shares and exercise all other rights and powers in respect of the Shares in a manner which does not (i) adversely affect the validity or enforceability of this Pledge or cause an Event of Default to occur. Following the occurrence of an Event of Default and provided that such Event of Default is continuing, the Pledgor shall not, without the prior written consent of the Collateral Agent, exercise any voting rights or otherwise in relation to the Shares. 3.3 The Collateral Agent shall be entitled (but not obliged to), following 4. Following the occurrence of an Event of Default and provided that such Event of Default which is continuing, the Collateral Agent may, by giving a written notice to this effect to the Pledgor and the Company, elect to exercise the voting rights attached attaching to the Shares in accordance with the provisions of Article 9 of the Financial Collateral Law in any manner the Collateral Agent deems fitfit (including for the avoidance of doubt, in relation to the removal and appointment of members of the supervisory board of the Company). Immediately upon such election being made, the Pledgor shall no longer be entitled to exercise any voting rights, and, without prejudice to the Pledgor's ownership of the pledged Shares, the Collateral Agent may exercise any voting rights attaching to the Shares as well as the rights of the Pledgor as shareholder in relation to the convening of shareholder meetings or the adoption of written shareholder resolutions, including, for the avoidance of doubt (each time within the limits of the rights which the Pledgor has under applicable laws or the articles of association of the Company), the right to request the board of managers to convene shareholder meetings and to request items to be added to the agenda, to convene such meeting itself and to propose and adopt resolutions in written form. The Pledgor and the Company expressly acknowledge and accept that the Collateral Agent may exercise such rights and use, where required, the Shares for this purpose. The Pledgor shall do whatever is necessary in order to ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Collateral Agent, including the issuing of a written proxy in any form or any other document that the Collateral Agent may require for the purpose of exercising the voting rights.