Common use of Voting Rights; Distributions; etc Clause in Contracts

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor shall be entitled to exercise any voting and other corporate rights with respect to the Pledged Shares or any securities pledged in substitution therefor or in addition thereto for any purpose, and in any manner, not in violation of or inconsistent with the terms of this Agreement or any other Financing Document; provided, however, that, Pledgor shall not exercise or refrain from exercising any such voting and other rights if it could reasonably be anticipated that such action or inaction would have an adverse effect on the creation, attachment, perfection or priority of the security interests herein granted. Upon Pledgor's receipt of a notice in accordance with the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Agent in accordance with Section 15.

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have has occurred and be continuing, is continuing and Payee has delivered notice to Pledgor providing that its rights under clauses (i) or (ii) below shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, cease, (i) Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms or purposes hereof; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of this Agreement or the lien hereof, any other Financing Documentand all Distributions; provided, however, thatthat any and all such Distributions consisting of rights or interests in the form of Securities Collateral shall promptly (and in any event within ten business days after receipt thereof) be delivered to the Payee to hold as Pledged Collateral and shall, Pledgor shall not exercise or refrain from exercising any such voting and other rights if it could reasonably received by Pledgor, be anticipated that such action or inaction would have an adverse effect on received in trust for the creation, attachment, perfection or priority benefit of the security interests herein granted. Upon Pledgor's receipt of a notice in accordance with Payee, be segregated from the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights other property or funds of Pledgor and be forthwith delivered to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Agent Payee as Pledged Collateral in accordance the same form as so received (with Section 15any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (A) Each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this Agreement or purposes hereof, the Loan Documents or any other Financing Documentdocument evidencing the Secured Obligations; provided, however, that, that no Pledgor shall not in any event exercise such rights in any manner that is disadvantageous to any Agent or refrain from exercising Lender in any such voting material respect; and (B) Each Pledgor shall be entitled to receive and other rights if it could reasonably be anticipated that such action or inaction would have an adverse effect on the creationretain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such Distributions consisting of rights or interests in the form of Pledged Securities or Intercompany Notes shall promptly (and in any event within five Business Days after receipt thereof) be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Collateral Agent as Pledged Collateral in accordance the same form as so received (with Section 15any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing: (A) Each Pledgor shall be exclusively entitled to exercise any and all voting and other consensual rights, and shall have exclusive “control” (within the meaning of 46 U.S.C. § 50501), pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the other Term Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall have been notified by in any event exercise such rights in any manner that will materially and adversely affect the Administrative Agent rights and remedies of the Secured Parties' written election to exercise remedies Collateral Agent as secured party hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, ; and (B) Each Pledgor shall be entitled to exercise receive and retain any voting and other corporate rights with respect all Distributions, but only if and to the Pledged Shares or any securities pledged extent made in substitution therefor or in addition thereto for any purpose, and in any manner, not in violation of or inconsistent accordance with the terms provisions of this Agreement or any other Financing Documentthe Credit Agreement; provided, however, thatthat any and all such Distributions consisting of rights or interests in the form of Pledged Securities or Intercompany Notes shall promptly (and in any event within 30 days after receipt thereof or such later time as may be extended by the Collateral Agent in its sole discretion) be delivered to the Collateral Agent to hold as Pledged Collateral and shall, Pledgor shall not exercise or refrain from exercising if received by any such voting and other rights if it could reasonably Pledgor, be anticipated that such action or inaction would have an adverse effect on received in trust for the creation, attachment, perfection or priority benefit of the security interests herein granted. Upon Pledgor's receipt Collateral Agent, be segregated from the other property or funds of a notice such Pledgor and be forthwith delivered to the Collateral Agent as Pledged Collateral in accordance the same form as so received (with the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Agent in accordance with Section 15any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default (as defined in the Notes) with respect to any of the Pledge Obligations shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this Agreement or the Notes or any other Financing Documentdocument or instrument relating to the transactions contemplated hereby and thereby, and the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to this Section 6(a); provided, however, that, that the Pledgor shall not exercise or refrain from exercising any such voting and other rights if it could reasonably be anticipated that right if, in the judgment of the Pledgee, such action or inaction would could have an a material adverse effect on the creation, attachment, perfection or priority value of the security interests herein granted. Pledged Collateral or any part thereof; and provided, further, that the Pledgor shall give the Pledgee at least five (5) days' written notice of the manner in which he intends to exercise, or the reasons for refraining from exercising, any such right. (b) Upon Pledgor's receipt of a notice in accordance with the first sentence of this Section 9, occurrence and during the continuance of an any Event of Default, all rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights of Pledgor to vote and to give consentsshall thereupon become vested in the Pledgee, waivers and ratifications shall be exercisable solely by the Administrative Agent in accordance with Section 15.who shall

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor : (i) Each Grantor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities and Intercompany Notes or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this or purposes hereof, the Credit Agreement or any other Financing Documentdocument evidencing the Secured Obligations; provided, however, that, Pledgor that no Grantor shall not in any event exercise or refrain from exercising such rights in any such voting and other rights if it manner which could reasonably be anticipated that such action or inaction would have an adverse effect on the creationexpected to result in a Material Adverse Change. (ii) Each Grantor shall be entitled to receive and retain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt Lien hereof, any and all distributions received in respect of a notice the Pledged Securities or Intercompany Notes, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such distributions consisting of rights or interests in the form of Pledgor to vote and to give consents, waivers and ratifications securities shall be exercisable solely forthwith delivered to the Agent to hold as Collateral and shall, if received by any Grantor, be received in trust for the Administrative benefit of the Agent, be segregated from the other property or funds of such Grantor and be promptly (but in any event within five days after receipt thereof) delivered to the Agent as Collateral in accordance the same form as so received (with Section 15any necessary endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (i) Each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this or purposes hereof, the Credit Agreement or any other Financing Documentdocument evidencing the Obligations; provided, however, that, that no Pledgor shall not in any event exercise or refrain from exercising such rights in any such voting and other rights if it could manner which would reasonably be anticipated that such action or inaction would expected to have an adverse effect on the creationa Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such Distributions consisting of rights or interests in the form of Pledgor to vote and to give consents, waivers and ratifications certificated securities shall be exercisable solely promptly (but in any event within 90 days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in accordance its sole discretion) delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within 90 days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with Section 15any necessary endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (i) Each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this or purposes hereof, the Credit Agreement or any other Financing Documentdocument evidencing the Secured Obligations; provided, however, that, that no Pledgor shall not in any event exercise or refrain from exercising such rights in any such voting and other rights if it could manner which would reasonably be anticipated that such action or inaction would expected to have an adverse effect on the creationa Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice in accordance with Lien hereof, any and all Distributions, but only if and to the first sentence of this Section 9extent not prohibited by the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such Distributions consisting of rights or interests in the form of Pledgor to vote and to give consents, waivers and ratifications certificates evidencing securities constituting Pledged Collateral shall be exercisable solely forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the Administrative benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty (30) days after receipt thereof or such longer period as the Collateral Agent may agree in accordance its reasonable discretion) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with Section 15any necessary endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (i) Each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this Agreement or purposes hereof, the other Loan Documents or any other Financing Documentdocument evidencing the Secured Obligations; provided, however, that, that no Pledgor shall not in any event exercise such rights in any manner that is disadvantageous to any Agent or refrain from exercising Lender in any such voting material respect. (ii) Each Pledgor shall be entitled to receive and other rights if it could reasonably be anticipated that such action or inaction would have an adverse effect on the creationretain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of Pledged Securities or Intercompany Notes shall promptly, and during the continuance of an Event of Default, all in any event within five Business Days after receipt thereof (or such rights of Pledgor later date as may be agreed to vote and to give consents, waivers and ratifications shall be exercisable solely in writing by the Administrative Collateral Agent in accordance its sole discretion), be delivered to the Collateral Agent to hold as Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with Section 15any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a). (ai) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (A) each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this or purposes hereof, the Credit Agreement or any other Financing Documentdocument evidencing the Obligations; provided, however, that, that no Pledgor shall not in any event exercise or refrain from exercising such rights in any such voting and other rights if it manner which could reasonably be anticipated that such action or inaction would expected to have an adverse effect on the creationa Material Adverse Effect; and (B) each Pledgor shall be entitled to receive and retain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such Distributions consisting of rights or interests in the form of Pledgor to vote and to give consents, waivers and ratifications securities shall be exercisable solely forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the Administrative benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Agent as Pledged Collateral in accordance the same form as so received (with Section 15any necessary endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except So long as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an no Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, : (i) Each Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms of this or purposes hereof, the Credit Agreement or any other Financing Documentdocument evidencing the Secured Obligations; provided, however, that, that no Pledgor shall not in any event exercise or refrain from exercising such rights in any such voting and other rights if it could manner which would reasonably be anticipated that such action or inaction would expected to have an adverse effect on the creationa Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, attachment, perfection or priority and to utilize free and clear of the security interests herein granted. Upon Pledgor's receipt of a notice Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the first sentence provisions of this Section 9the Credit Agreement; provided, however, that any and during the continuance of an Event of Default, all such Distributions consisting of rights or interests in the form of Pledgor to vote and to give consents, waivers and ratifications certificated securities shall be exercisable solely promptly (but in any event within 90 days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in accordance its sole discretion) delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within 90 days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with Section 15any necessary endorsement).

Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have has occurred and be continuing, is continuing and Payee has delivered notice to a Pledgor providing that its rights under clauses (i) or (ii) below shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, cease, (i) Such Pledgor shall be entitled to exercise any and all voting and other corporate consensual rights with respect pertaining to the Pledged Shares Securities Collateral or any securities pledged in substitution therefor or in addition thereto part thereof for any purpose, and in any manner, purpose not in violation of or inconsistent with the terms or purposes hereof; (ii) Such Pledgor shall be entitled to receive and retain, and to utilize free and clear of this Agreement or the lien hereof, any other Financing Documentand all Distributions; provided, however, thatthat any and all such Distributions consisting of rights or interests in the form of Securities Collateral shall promptly (and in any event within ten business days after receipt thereof) be delivered to the Payee to hold as Pledged Collateral and shall, Pledgor shall not exercise or refrain from exercising any if received by such voting and other rights if it could reasonably Pledgor, be anticipated that such action or inaction would have an adverse effect on received in trust for the creation, attachment, perfection or priority benefit of the security interests herein granted. Upon Pledgor's receipt Payee, be segregated from the other property or funds of a notice such Pledgor and be forthwith delivered to the Payee as Pledged Collateral in accordance the same form as so received (with the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Agent in accordance with Section 15any necessary or reasonably requested endorsement).