Common use of Voting Rights and Other Powers Clause in Contracts

Voting Rights and Other Powers. During the term of this Agreement, and except as provided in this Section 6 below, the Pledgor shall have (i) the right to vote the Pledged Membership Interest on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the member and manager of GRCL and/or GOCL, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral. After the occurrence or during the continuance of an Event of Default, the Agent or the Agent's nominee may, at the Agent's or such nominee's option and following written notice ("ELECTION NOTICE") from the Agent to the Pledgor (x) exercise, or direct such Pledgor as to the exercise of (whereupon such Pledgor shall exercise as so directed), all voting, consent, managerial, election and other membership and manager rights to the Pledged Collateral of the Pledgor; such authorization shall constitute an irrevocable voting proxy from the Pledgor to the Agent or, at the Agent's option, to the Agent's nominee; and (y) exercise, or direct such Pledgor as to the exercise of (whereupon the Pledgor shall exercise as so directed), any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor as if the Agent were the absolute owner thereof, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Under no circumstances shall the Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Agent shall have delivered to such Pledgor an Election Notice as described hereinabove.

Voting Rights and Other Powers. During the term of this ------------------------------ Agreement, and except as provided in this Section 6 below6, the Pledgor shall have (i) the --------- right to vote the Pledged Membership Interest on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement Indenture and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the member and manager of GRCL and/or GOCLthe BHR Joint Venture, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral. After the occurrence or and during the continuance of an Event of Default, the Agent Trustee or the AgentTrustee's nominee may, at the AgentTrustee's or such nominee's option and following written notice ("ELECTION NOTICEElection -------- Notice") from the Agent Trustee to the Pledgor (x) exercise, or direct such Pledgor as to the ------ exercise of (whereupon such Pledgor shall exercise as so directed), ) all voting, consent, managerial, election and other membership rights and manager rights (if any) to the Pledged Collateral of Pledgor (and the Pledgor; such authorization provision of this Section 6 --------- shall constitute an irrevocable voting proxy from the Pledgor to the Agent Trustee or, at the AgentTrustee's option, to the AgentTrustee's nominee); and (y) exercise, or direct such Pledgor as to the exercise of (whereupon the Pledgor shall exercise as so directed), ) any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor as if the Agent Trustee were the absolute owner thereof, all without liability except to account for property actually received by it, but the Agent Trustee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Under no circumstances shall the Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Agent shall have delivered to such Pledgor an Election Notice as described hereinabove.

Voting Rights and Other Powers. During the term of this ------------------------------ Agreement, and except as provided in this Section 6 below6, the Pledgor shall have (i) the --------- right to vote the Pledged Membership Interest on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement Indenture and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the a member and manager of GRCL and/or GOCLMajestic Star, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral, and (iii) in the case of Xxxxxx, shall have the right to be the manager of Majestic Star. After the occurrence or and during the continuance of an Event of Default, the Agent Trustee or the AgentTrustee's nominee may, at the AgentTrustee's or such nominee's option and following written notice ("ELECTION NOTICEElection Notice") from the Agent --------------- Trustee to the Pledgor (x) exercise, or direct such Pledgor as to the exercise of (whereupon such Pledgor shall exercise as so directed), ) all voting, consent, managerial, election and other membership and manager rights to the Pledged Collateral of Pledgor (and the Pledgor; such authorization provision of this Section 6 shall constitute an --------- irrevocable voting proxy from the Pledgor to the Agent Trustee or, at the AgentTrustee's option, to the AgentTrustee's nominee); and (y) exercise, or direct such Pledgor as to the exercise of (whereupon the Pledgor shall exercise as so directed), ) any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor as if the Agent Trustee were the absolute owner thereof, all without liability except to account for property actually received by it, but the Agent Trustee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do or delay in so doing. Under no circumstances shall the Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Agent shall have delivered to such Pledgor an Election Notice as described hereinabove.

Voting Rights and Other Powers. During the term of this Agreement, and except as provided in this Section 6 below, the Pledgor Pledgors shall have (i) the right to vote the Pledged Membership Interest Interests on all questions in a manner not inconsistent with the terms of this Agreement, the Credit Agreement and any other agreement, instrument or document executed pursuant thereto or in connection therewith, and (ii) the right to be the member and manager of GRCL and/or GOCL, and shall be entitled to exercise all managerial, election and other rights relating to the Pledged Collateral. After the occurrence or and during the continuance of an Event of Default, the Administrative Agent or the Agent's its nominee may, at the Administrative Agent's or such nominee's option and following written notice ("ELECTION NOTICEElection Notice") from the Administrative Agent to the Pledgor Pledgors (x) exercise, or direct such Pledgor Pledgors as to the exercise of (whereupon such Pledgor Pledgors shall exercise as so directed), ) all voting, consent, managerial, election and other membership and manager rights with respect to the Pledged Collateral of the PledgorCollateral; such authorization shall constitute an irrevocable voting proxy from the Pledgor Pledgors to the Administrative Agent or, at the Agentany Lender's option, to the Agentsuch Lender's nominee; and (y) exercise, or direct such Pledgor Pledgors as to the exercise of (whereupon the Pledgor Pledgors shall exercise as so directed), ) any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral of the Pledgor Pledgors as if the Administrative Agent were the absolute owner thereof, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure so to do so or delay in so doing. Under no circumstances shall the Administrative Agent have, or be deemed to have or to have had, any right to exercise, or to direct the Pledgor Pledgors to exercise, any voting, managerial, election or other rights of an owner of the Pledged Collateral, or arising under the Pledged Collateral, unless and until the Administrative Agent shall have delivered to such Pledgor the Pledgors an Election Notice as described hereinaboveabove.