Common use of Voting Rights and Dividends Clause in Contracts

Voting Rights and Dividends. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributions. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Unless an Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise any voting rights with respect to the Collateral and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights of Pledgor to vote and give consents, waiver and ratifications shall upon notice to Pledgor cease in case such an Event of Default hereunder shall occur and be continuing. Notwithstanding the foregoing, no Pledgor shall be permitted to exercise or refrain from exercising any and all voting and rights or other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor thatpowers if, in the Secured Party’s judgmentreasonable judgment of the Pledgee, such action would have an a material adverse effect on the value of the Pledged Stock Collateral or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s Pledgee's rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to vote the immediately preceding paragraph shall ceaseCollateral, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsCollateral. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee to hold as Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s Pledgee's rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, after repayment of the Laurus Indebtedness, the Pledgee shall (i) all rights be entitled to vote the Pledged Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Pledged Collateral (the Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Pledgor to exercise the voting for such purposes) and other consensual rights which it would otherwise (iii) be entitled to exercise pursuant collect and receive for its own use cash dividends paid on the Pledged Collateral. Subject to the immediately preceding paragraph prior rights of Laurus, no Pledgor shall ceasebe permitted to exercise or refrain from exercising any voting rights or other powers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and, provided, further, that the Pledgor shall thereupon have give at least five (5) days' written notice of the sole right manner in which such Pledgor intends to exercise such exercise, or the reasons for refraining from exercising, any voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized powers other than with respect to receive any election of directors and retain pursuant voting with respect to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsany incidental matters. Following the occurrence of an Event of Default, after repayment of the Laurus Indebtedness, all dividends and all other distributions in respect of any of the Pledged Collateral, shall be delivered to the Secured Party Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Secured Party Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Until the occurrence of an Event of Default shall have occurred and be which is continuing, : (i) the Pledgor shall be entitled Company may exercise all rights to exercise or refrain from exercising vote with respect to any and all voting and other consensual rights pertaining to Pledged Collateral; (ii) the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor Company shall be entitled to receive any and all cash dividends (whether paid on the Pledged Stockor distributed in cash, securities or other property). In addition to the Secured PartyPledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (ix) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to vote the Pledged Collateral, (y) be entitled to give consents, waivers and ratifications in respect of the Pledged Collateral (the Company hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Company for such purposes) and (z) be entitled to collect and receive for its own use cash dividends paid on the Pledged Collateral. The Company shall not be permitted to exercise pursuant to the immediately preceding paragraph shall ceaseor refrain from exercising any voting rights or other powers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Agent or any Pledgee, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and, provided, further, that the Company shall thereupon have give at least five (5) days’ written notice of the sole right manner in which the Company intends to exercise such exercise, or the reasons for refraining from exercising, any voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized powers other than with respect to receive any election of directors and retain pursuant voting with respect to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsany incidental matters. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Pledged Collateral, shall be delivered to the Secured Party Agent to hold as Collateral and shall, if received by the PledgorCompany, be received in trust for the benefit of the Secured PartyPledgees, be segregated from the other property or funds of Pledgorthe Company, and be forthwith delivered to the Secured Party Agent as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured PartyPledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to vote the immediately preceding paragraph shall ceaseCollateral, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral which dividends shall be applied as set forth in Section 10 hereof. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be permitted to exercise or refrain from exercising any voting rights of Pledgor to receive the dividends or other distributions which it would otherwise powers; provided that, in each case, no vote shall be authorized cast or any consent, waiver or ratification given or any action taken or omitted to receive and retain pursuant to the immediately preceding paragraph shall ceasebe taken if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall thereupon have give at least five (5) days’ written notice of the sole right manner in which such Pledgor intends to receive and hold as Collateral such dividends exercise, or the reasons for refraining from exercising, any voting rights or other distributionspowers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease and all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee to hold as Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Until the occurrence of an Event of Default shall have occurred and be which is continuing, : i) the Pledgor shall be entitled may exercise all rights to vote and to exercise all rights of conversion or refrain from exercising retraction or other similar rights with respect to any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase AgreementCollateral; provided, however, provided that the Pledgor shall not exercise any no such right if the Secured Party shall have notified the Pledgor thatexercise, in the Secured Party’s judgmentopinion of the Pledgee, such action would will have an adverse effect on the value of the Pledged Stock or any part thereof; Collateral and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice all expenses of the manner Pledgee in which it intends connection therewith have been paid in full and provided further that, upon the exercise of the conversion or retraction right, the additional Collateral resulting therefrom shall be paid or delivered to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, Pledgee; (ii) the Pledgor shall be entitled to receive any all dividends (whether paid or distributed in cash, securities or other property) and all cash interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid on or distributed to the Pledged StockPledgor prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral will remain registered in the name of the Pledgor and will not be transferred into the name of the Pledgee or its nominee. In addition to the Secured Party’s Pledgee's rights and remedies set forth in Section 8 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) all rights be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (the Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Pledgor to exercise the voting for such purposes) and other consensual rights which it would otherwise (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. The Pledgor shall not be permitted to exercise pursuant to the immediately preceding paragraph shall ceaseor refrain from exercising any voting rights or other powers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that the Pledgor shall thereupon have give at least five (5) days' written notice of the sole right manner in which the Pledgor intends to exercise such exercise, or the reasons for refraining from exercising, any voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized powers other than with respect to receive any election of directors and retain pursuant voting with respect to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsany incidental matters. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Event of Default (a) The Collateral Agent shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such hereunder all Proceeds other than ordinary cash dividends or other distributions. Following interest ("Dividend Proceeds") of the Collateral and, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds of the Collateral consisting of Dividend Proceeds and the Pledgor shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such Proceeds, including, without limitation, all dividends and all other payments and distributions in respect of any of the Collateral, shall be delivered to the Secured Party to hold as Collateral and shall, if that are received by the Pledgor, Pledgor shall be received in trust for the benefit of the Secured PartyParties and, if the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Potential Event of Default or Event of Default), shall be segregated from the other property or funds of Pledgorthe Pledgor and shall, and forthwith upon demand by the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Potential Event of Default or Event of Default), be forthwith delivered paid over to the Secured Party Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). In order After all Potential Events of Default and Events of Default have been cured, the Collateral Agent's right to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to retain Dividend Proceeds under this Section 6 8(a) shall cease and the Collateral Agent shall pay over to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all any such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect Collateral consisting of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged Dividend Proceeds retained by it hereunder and to exercise all other rights, powers, privileges and remedies to which during the continuance of a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Potential Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash or Event of the ObligationsDefault.

Voting Rights and Dividends. So long as no Event of Default shall have occurred and be continuingcontinuing and Pledgor has received no written notice from Pledgee stating its intention to exercise its rights and remedies under this Section 6, the (i) Pledgor shall be entitled to exercise or refrain from exercising any and all voting voting, management, administration and other consensual rights pertaining to the Pledged Stock Collateral or any part thereof for any purpose not inconsistent with the terms of this or purposes hereof, the Loan Agreement or the Purchase Agreementany other Loan Document; provided, however, provided that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five (5) days’ prior written notice of the manner in which it Pledgor intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event voting rights or other powers other than with respect to any election of Default shall have occurred directors and be continuing, the voting with respect to any incidental matters and (ii) Pledgor shall be entitled to receive and retain, free and clear of the Lien hereof, any and all dividends and all other distributions in respect of any Collateral, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash distributions paid, received or otherwise distributed in respect of, or in exchange for, any Collateral, (B) cash distributions paid in respect of any of the Collateral in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Collateral, shall be forthwith delivered to Pledgee to hold as Collateral hereunder. Pledgee shall, upon receiving a written request from Pledgor execute and deliver, at Pledgor’s expense, (or cause to be executed and delivered) to Pledgor all proxies, powers of attorney, consents, ratifications and waivers and other instruments as Pledgor may reasonably request in order to permit Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends paid on and other distributions which it is authorized to receive and retain pursuant to paragraph (ii) above in respect of any of the Pledged StockCollateral. In addition to the Secured PartyPledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuinghas been declared by Pledgee, Pledgee shall (i) all rights of vote the Pledgor to exercise the voting and other consensual rights which it would otherwise Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (Pledgor hereby irrevocably constituting and appointing Pledgee, with full power of substitution, the proxy and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. Pledgor shall not be permitted to exercise pursuant to the immediately preceding paragraph shall ceaseor refrain from exercising any voting rights or other powers if, and all such rights shall thereupon become vested in the Secured Party who shall thereupon reasonable judgment of Pledgee, such action would have a material adverse effect on the sole right to exercise such voting and other consensual rights; (ii) all rights value of Pledgor to receive the dividends Collateral or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsany part thereof. Following the occurrence of an Event of Default, all All dividends and all other distributions in respect of any of the Collateral, shall be delivered which are received by Pledgor contrary to the Secured Party to hold as Collateral and shall, if received by provisions of this Section 6 or the Pledgor, Loan Agreement shall be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Until the occurrence of an Event of Default shall have occurred which is continuing: (i) the Pledgors may exercise all rights to vote and be continuing, the Pledgor shall be entitled to exercise all rights of conversion or refrain from exercising retraction or other similar rights with respect to any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase AgreementCollateral; provided, however, provided that the Pledgor shall not exercise any no such right if the Secured Party shall have notified the Pledgor thatexercise, in the Secured Party’s judgmentopinion of the Pledgee, such action would will have an adverse effect on the value of the Pledged Stock or any part thereof; Collateral and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice all expenses of the manner Pledgee in which it intends to exerciseconnection therewith have been paid in full and provided further that, upon the exercise of the conversion or the reasons for refraining from exercising, any such retraction right. So long as no Event of Default shall have occurred and be continuing, the Pledgor additional Collateral resulting therefrom shall be paid or delivered to the Pledgee; (ii) the Pledgors shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid or distributed to the Pledgor at any time other than during the period of an Event of Default that has occurred and all cash dividends paid on is continuing; and (iii) the Pledged StockCollateral will remain registered in the names of the Pledgors and will not be transferred into the name of the Pledgee or its nominee. In addition to the Secured PartyPledgee’s rights and remedies set forth in Section 8 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to vote the immediately preceding paragraph shall ceaseCollateral, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of such Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. The Pledgors shall not be permitted to exercise or refrain from exercising any voting rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall ceasepowers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall thereupon have give at least three (3) business days’ written notice of the sole right manner in which such Pledgor intends to receive and hold as Collateral such dividends exercise, or the reasons for refraining from exercising, any voting rights or other distributionspowers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of DefaultDefault and during the continuance of such Event of Event, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee to hold as Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of any Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.

Voting Rights and Dividends. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured PartyPledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall, subject to the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to vote the immediately preceding paragraph shall ceaseCollateral, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. If an Event of Default shall have occurred an be continuing, no Pledgor shall be permitted to exercise or refrain from exercising any voting rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall ceasepowers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall thereupon have give at least five (5) days’ written notice of the sole right manner in which such Pledgor intends to receive and hold as Collateral such dividends exercise, or the reasons for refraining from exercising, any voting rights or other distributionspowers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuance of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee, subject to the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral, to hold as Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Secured Party Pledgee Acceris Communications Confidential Materials October 14, 2004 as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) at Pledgor’s request, applied to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the ObligationsIndebtedness.

Voting Rights and Dividends. So long as no Event of Default (a) The Collateral Agent shall have occurred and be continuing, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such hereunder all Proceeds other than ordinary cash dividends or other distributions. Following interest (such ordinary cash dividends or interest, "Dividend Proceeds") of the Collateral and, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds of the Collateral including Dividend Proceeds and the Pledgor shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such Proceeds, including, without limitation, all dividends and all other payments and distributions in respect of any of the Collateral, shall be delivered to the Secured Party to hold as Collateral and shall, if that are received by the Pledgor, Pledgor shall be received in trust for the benefit of the Secured PartyParties and, if the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Potential Event of Default or Event of Default), shall be segregated from the other property or funds of Pledgorthe Pledgor and shall, and forthwith upon demand by the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Potential Event of Default or Event of Default), be forthwith delivered paid over to the Secured Party Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). In order After all Potential Events of Default and Events of Default have been cured, the Collateral Agent's right to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to retain Dividend Proceeds under this Section 6 8(a) shall cease and the Collateral Agent shall pay over to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all any such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect Collateral consisting of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged Dividend Proceeds retained by it hereunder and to exercise all other rights, powers, privileges and remedies to which during the continuance of a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Potential Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash or Event of the ObligationsDefault.

Voting Rights and Dividends. So long as no Until the occurrence of an Event of Default shall have occurred which is continuing and be continuing, has not been waived: i) the Pledgor shall be entitled may exercise all rights to vote and to exercise all rights of conversion or refrain from exercising retraction or other similar rights with respect to any and all voting and other consensual rights pertaining to the Pledged Stock for any purpose not inconsistent with the terms of this Agreement or the Purchase AgreementCollateral; provided, however, provided that the Pledgor shall not exercise any no such right if the Secured Party shall have notified the Pledgor thatexercise, in the Secured Party’s judgmentopinion of the Pledgee, such action would will have an adverse effect on the value of the Pledged Stock or any part thereof; Collateral and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice all expenses of the manner Pledgee in which it intends connection therewith have been paid in full and provided further that, upon the exercise of the conversion or retraction right, the additional Collateral resulting therefrom shall be paid or delivered to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, Pledgee; (ii) the Pledgor shall be entitled to receive any all dividends (whether paid or distributed in cash, securities or other property) and all cash interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid on or distributed to the Pledged StockPledgor prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral will remain registered in the name of the Pledgor and will not be transferred into the name of the Pledgee or its nominee. In addition to the Secured Party’s Pledgee's rights and remedies set forth in Section 8 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) all rights be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (the Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Pledgor to exercise the voting for such purposes) and other consensual rights which it would otherwise (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. The Pledgor shall not be permitted to exercise pursuant to the immediately preceding paragraph shall ceaseor refrain from exercising any voting rights or other powers if, and all such rights shall thereupon become vested in the Secured Party who reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that the Pledgor shall thereupon have give at least five (5) days' written notice of the sole right manner in which the Pledgor intends to exercise such exercise, or the reasons for refraining from exercising, any voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized powers other than with respect to receive any election of directors and retain pursuant voting with respect to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributionsany incidental matters. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party Pledgee to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured PartyPledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Secured Party Pledgee as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the indefeasible payment in full in cash of the Obligations.