Common use of Voting Rights and Dividends Clause in Contracts

Voting Rights and Dividends. (a) The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than 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 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 other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties 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 other funds of the Pledgor and shall, 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 paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent 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 retain hold as Collateral hereunder all Proceeds other than ordinary cash such dividends or interest (“Dividend Proceeds”) of the Collateral and, upon other distributions. Following the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Secured Party to hold as 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 Proceedsshall, including, without limitation, all dividends and other payments and distributions that are if received by the Pledgor shall Pledgor, be received in trust for the benefit of the Secured Parties andParty, 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 the Pledgor Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Secured Party as Collateral in the same form as so received (with any necessary endorsement). After 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 Potential Events 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 Events which proxy shall only terminate upon the indefeasible payment in full in cash of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of DefaultObligations.

Voting Rights and Dividends. (a) The Collateral Agent So long as no Event of Default shall have occurred and be continuing and Pledgor has received no written notice from Pledgee stating its intention to exercise its rights and remedies under this Section 6, (i) Pledgor shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the right Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided that Pledgor shall give at least five (5) days’ written notice of the manner in which Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and 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 and other distributions which it is authorized to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest pursuant to paragraph (“Dividend Proceeds”ii) above in respect of any of the Collateral. In addition to Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and has been declared by Pledgee, Pledgee shall (i) vote the Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral and(Pledgor hereby irrevocably constituting and appointing Pledgee, upon with full power of substitution, the occurrence proxy and during 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 continuance Collateral. Pledgor shall not be permitted to exercise or refrain from exercising any voting rights or other powers if, in the reasonable judgment of Pledgee, such action would have a Potential Event of Default or an Event of Default, all Proceeds material adverse effect on the value 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 rightany part thereof. All such Proceeds, including, without limitation, all dividends and all other payments and distributions that in respect of any of the Collateral, which are received by Pledgor contrary to the Pledgor provisions of this Section 6 or the Loan Agreement shall be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent In addition to the 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 right Pledgee shall (i) be entitled to receive vote the Collateral, (ii) be entitled to give consents, waivers and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) 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 or other powers; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, upon provided, further, that each Pledgor shall give at least five (5) days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers 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 a Potential Event of Default or an Event of Default, all Proceeds rights of the Collateral consisting of Dividend Proceeds each Pledgor to vote 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 Proceedsconsents, including, without limitation, waivers and ratifications shall cease and all dividends and all other payments distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as Collateral and distributions that are shall, if received by the Pledgor shall any Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor any other Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. Until the occurrence of an Event of Default which is continuing and has not been waived: i) the Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral and all expenses of the Pledgee in 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 the Pledgee; (aii) The the Pledgor 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 prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral Agent 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 Pledgee's rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the right Pledgee shall (i) be entitled to receive vote the Collateral, (ii) be entitled to give consents, waivers and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) 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 for such purposes) and (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 or refrain from exercising any voting rights or other powers if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, upon provided, further, that the Pledgor shall give at least five (5) days' written notice of the manner in which the Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers 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 a Potential Event of Default or an Event of Default, all Proceeds dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as 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 Proceedsshall, including, without limitation, all dividends and other payments and distributions that are if received by the Pledgor shall Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent shall have In addition to the right to receive Pledgee's rights and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) of the Collateral andremedies set forth in Section 8 hereof, upon the occurrence and during the continuance of a Potential 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) 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 for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Pledged Collateral. Subject to the prior rights of Laurus, no Pledgor shall be permitted to exercise or refrain from exercising any voting rights or other powers if, in the 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 give at least five (5) days' written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of Default, all Proceeds after repayment 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 limitationLaurus Indebtedness, all dividends and all other payments distributions in respect of any of the Pledged Collateral, shall be delivered to the Pledgee to hold as Pledged Collateral and distributions that are shall, if received by the Pledgor shall Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor any other Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent In addition to the 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 right Pledgee shall, subject to receive the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral (i) be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) 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 or other powers if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, upon provided, further, that each Pledgor shall give at least five (5) days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers 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 a Potential Event of Default or an Event of Default, all Proceeds dividends and all other distributions in respect of any of the Collateral, shall be delivered to the 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 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 Proceedsshall, including, without limitation, all dividends and other payments and distributions that are if received by the Pledgor shall any Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor any other Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee Acceris Communications Confidential Materials October 14, 2004 as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agentor at Pledgor’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over request, applied to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of DefaultIndebtedness.

Voting Rights and Dividends. Until the occurrence of an Event of Default which is continuing: (ai) The the Pledgors may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral Agent and all expenses of the Pledgee in 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 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 is continuing; and (iii) the Collateral 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 Pledgee’s rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the right Pledgee shall (i) be entitled to receive vote the Collateral, (ii) be entitled to give consents, waivers and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) 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 or other powers if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, upon provided, further, that each Pledgor shall give at least three (3) business days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of Default and during the continuance of a Potential such 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 limitationEvent, all dividends and all other payments distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as Collateral and distributions that are shall, if received by the Pledgor shall any Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor any Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) of the Collateral and, upon Until the occurrence and during the continuance of a Potential an Event of Default which is continuing: (i) the Company may exercise all rights to vote with respect to any Pledged Collateral; (ii) the Company shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property). In addition to the 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 (x) 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 or refrain from exercising any voting rights or other powers if, in the 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 give at least five (5) days’ written notice of the manner in which the Company intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of Default, all Proceeds dividends and all other distributions in respect of any of the Pledged Collateral, shall be delivered to the Agent to hold as 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 Proceedsshall, including, without limitation, all dividends and other payments and distributions that are if received by the Pledgor shall Company, be received in trust for the benefit of the Secured Parties andPledgees, 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 the Pledgor Company, and shall, be 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 paid over delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than 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 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 other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties 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 other funds of the Pledgor and shall, 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 paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s 's right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. (a) The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or 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 consisting of 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 other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties 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 other funds of the Pledgor and shall, 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 paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s 's right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.

Voting Rights and Dividends. Until the occurrence of an Event of Default which is continuing: i) the Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral and all expenses of the Pledgee in 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 the Pledgee; (aii) The the Pledgor 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 prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral Agent 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 Pledgee's rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the right Pledgee shall (i) be entitled to receive vote the Collateral, (ii) be entitled to give consents, waivers and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) 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 for such purposes) and (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 or refrain from exercising any voting rights or other powers if, in the reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, upon provided, further, that the Pledgor shall give at least five (5) days' written notice of the manner in which the Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers 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 a Potential Event of Default or an Event of Default, all Proceeds dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as 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 Proceedsshall, including, without limitation, all dividends and other payments and distributions that are if received by the Pledgor shall Pledgor, be received in trust for the benefit of the Secured Parties andPledgee, 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 the Pledgor Pledgor, and shall, be 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 paid over delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default.