Common use of Voting Rights; Distributions Clause in Contracts

Voting Rights; Distributions. (a) So long as no Event of Default shall exist, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to any Collateral, for any purpose not inconsistent with the terms of this Agreement and the First Priority Obligations. So long as an Event of Default shall exist, at the sole option of the Collateral Trustee, any or all rights of the Pledgor to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to exercise any or all such voting and other consensual rights. (b) To the extent required by the Indenture, the Pledgor shall cause any and all cash and other property paid or otherwise distributed in respect of the Collateral, any and all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property of the Pledgor, and promptly be delivered to the Collateral Trustee in the same form as so received (with any appropriate endorsements or assignments).

Voting Rights; Distributions. (a) So long as no Event of Default shall exist, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to any Collateral, for any purpose not inconsistent with the terms of this Agreement and the First Second Priority ObligationsObligations . So long as an Event of Default shall exist, at the sole option of the Second Priority Collateral Trustee, any or all rights of the Pledgor to exercise voting and other consensual rights shall cease, and the Second Priority Collateral Trustee, if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to exercise any or all such voting and other consensual rights. (b) To the extent required by the Indenture, the Pledgor shall cause any and all cash and other property paid or otherwise distributed in respect of the Collateral, any and all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to be paid and delivered to the Second Priority Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Second Priority Collateral Trustee hereunder shall, if received by the Pledgor, be received in trust for the benefit of the Second Priority Collateral Trustee, be segregated from the other property of the Pledgor, and promptly be delivered to the Second Priority Collateral Trustee in the same form as so received (with any appropriate endorsements or assignments).

Voting Rights; Distributions. (a) So 5.1 Pledgee shall have the voting rights and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof, except that Pledgee hereby authorizes, and grants power of attorney to the Pledgor to, so long as no Event of Default shall existhave occurred and be continuing, the Pledgor shall be entitled to exercise any and all of such voting and other and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any Collateralpart thereof, for any purpose not inconsistent with the terms or purpose of this Pledge Agreement, the Indenture and the applicable Secured Instrument, provided, however, that the Pledgor shall not (i) exercise such rights which may have an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the First Priority Obligations. prior written approval of the Pledgee, vote in respect of any one or more of the Pledged Shares or Additional Shares in favor of a proposal (x) to amend the Articles of Association of the Company or any other issues of Additional Shares or (y) to dissolve and liquidate the Company or any other issuer of Additional Shares or (z) to issue any shares in addition to or in substitution for the Pledged Shares or any Additional Shares or to re-issue shares that have been repurchased, except in accordance with the provisions of section 6.2 hereof. 5.2 So long as an no Event of Default shall exist, at have occurred and subject to and in accordance with the sole option provisions of the Collateral Trustee, any or all rights of the Pledgor to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to exercise any or all such voting and other consensual rights. (b) To the extent required by the Indenture, the Pledgor shall cause be entitled to receive, retain and utilize the Distributions, free from the Pledge hereby created; provided, however, that (i) such Distributions are made in accordance with the provisions of this Pledge Agreement and the Indenture and (ii) any and all cash and other property paid such Distributions consisting of rights or otherwise distributed interests in respect the form of the Collateral, any and all Collateral from time to time issued in addition thereto or substitution thereforsecurities shall be, and any and all other Proceeds, to shall be paid and forthwith delivered to the Pledgee to hold as Pledged Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if received by the Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of the Pledgor, and promptly be forthwith delivered to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any necessary or appropriate endorsements or assignmentsendorsement). 5.3 Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 5.1 shall cease, and all such rights shall thereupon be exercised by the Pledgee in accordance with Section 5.5, which shall have the sole and exclusive right and authority to exercise the voting and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof. 5.4 Upon or at any time after the occurrence of an Event of Default, the Pledgor's rights to receive Distributions in accordance with Section 5.2, shall automatically cease and the Pledgee shall be entitled to, and shall have the right to collect, any and all Distributions, provided that the Pledgee shall at its option apply any and all cash amounts so collected to satisfy the Secured Obligations, to the fullest extent permitted by Netherlands Antilles law or hold such Distributions as Pledged Collateral. Any Distributions in the form of non-cash assets shall be received subject to the Pledge hereby created to the fullest extent permitted by or possible under Netherlands Antilles law or any other law governing such assets or the creation of an encumbrance thereover. Without limiting the generality of the immediately preceding sentence, Pledgor shall, at its sole cost and expense, from time to time execute and deliver to Pledgee any and all documents necessary or appropriate to confirm and protect the Pledge granted or purported to be granted in the Distributions as contemplated in this Section 5.4 and to enable Pledgee to exercise and enforce its rights and remedies with respect thereto. 5.5 Pledgee shall have no responsibility to the Pledgor or any other Person for its exercise or failure to exercise such voting or consensual rights and powers. 5.6 A notice from the Pledgee to the Company or other issuer of Additional Shares with a copy to the Pledgor stating that an Event of Default has occurred shall be sufficient for the Company or other issuer of Additional Shares to accept the Pledgee as being exclusively entitled to (i) the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 5.1 and (ii) receive and collect the Distributions. The Pledgee shall remain entitled to exercise such powers and rights and receive such Distributions and the Company or other issuer of Additional Shares shall accept the Pledgee as being exclusively entitled to such powers and rights and receive such Distributions until the earlier of (i) a notice of termination of the Event of Default from the Pledgee to the Company or other issuer of Additional Shares or (ii) a decision by a competent court that no Event of Default exists. Notwithstanding the provisions of this Section 5.6, Pledgor shall (at its sole cost and expense) from time to time execute and deliver to Pledgee appropriate instruments as Pledgee may reasonably request in order to permit Pledgee to exercise its voting and consensual and other rights which it may be entitled to exercise and to receive all Distributions which it may be entitled to receive under this Section 5.

Voting Rights; Distributions. (a) So long as no Notwithstanding anything in this Agreement to the contrary, unless and until an Event of Default shall existhave occurred and be continuing, the Pledgor shall be entitled have the full right to exercise vote the Pledged Interests in its sole and absolute discretion at any and all voting and other consensual rights pertaining to any Collateralannual or special meeting, as the case may be, of the equity holders of the Company for any a purpose not inconsistent with the terms of this Agreement and the First Priority Obligations. So long as (including Section 5(f)) or any other Finance Document; provided, however, that if an Event of Default has occurred and is continuing the Pledgee shall existhave the exclusive right (but not the obligation) to vote the Pledged Interests at its own discretion at any annual or special meeting, at as the sole option case may be, of the Collateral Trustee, any or all rights equity holders of the Pledgor Company by using the Proxy in the form attached as Exhibit C hereto or otherwise and, to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of facilitate the exercise of such optionexclusive right, the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all proxies and other instruments as the Pledgee may from time to time reasonably request. For the avoidance of doubt, the Pledgee shall have no liability for any vote, proxy or instrument delivered by it at the sole right to exercise any or all such voting and other consensual rightsrequest of the Pledgor. (b) To All Distributions shall be distributed at the extent required by direction of the IndenturePledgor, which direction shall be in accordance with the Loan Agreement. If any Event of Default shall have occurred and is continuing and, if the Pledgee shall so request, the Pledgor shall cause any agrees to execute and all cash deliver to the Pledgee appropriate dividend and other property paid or otherwise distributed in respect of the Collateral, any orders and documents directing that all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to Distributions be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if Pledgee. Any Distribution received by the Pledgor, Pledgor contrary to the provisions of this Section 8(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from the other property funds of the Pledgor, Pledgor and promptly shall be delivered forthwith paid over to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any appropriate endorsements or assignmentsnecessary endorsement).

Voting Rights; Distributions. (a) So long as no Notwithstanding anything in this Agreement to the contrary, unless and until an Event of Default shall existhave occurred and be continuing, the Pledgor shall be entitled have the full right to exercise vote the Pledged Interests in its sole and absolute discretion at any and all voting and other consensual rights pertaining to any Collateralannual or special meeting, as the case may be, of the equity holders of the Company for any a purpose not inconsistent with the terms of this Agreement and the First Priority Obligations. So long as (including Section 5(f)) or any other Finance Document; provided, however, that if an Event of Default has occurred and is continuing the Pledgee shall existhave the exclusive right (but not the obligation) to vote the Pledged Interests at its own discretion at any annual or special meeting, at as the sole option case may be, of the Collateral Trustee, any or all rights equity holders of the Pledgor Company by using the Proxy in the form attached as Exhibit C hereto or otherwise and, to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of facilitate the exercise of such optionexclusive right, the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all proxies and other instruments as the Pledgee may from time to time reasonably request. For the avoidance of doubt, the Pledgee shall have no liability for any vote, proxy or instrument delivered by it at the sole right to exercise any or all such voting and other consensual rightsrequest of the Pledgor. (b) To All Distributions shall be distributed at the extent required by direction of the IndenturePledgor, which direction shall be in accordance with the Amended and Restated Loan Agreement. If any Event of Default shall have occurred and is continuing and, if the Pledgee shall so request, the Pledgor shall cause any agrees to execute and all cash deliver to the Pledgee appropriate dividend and other property paid or otherwise distributed in respect of the Collateral, any orders and documents directing that all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to Distributions be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if Pledgee. Any Distribution received by the Pledgor, Pledgor contrary to the provisions of this Section 8(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from the other property funds of the Pledgor, Pledgor and promptly shall be delivered forthwith paid over to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any appropriate endorsements or assignmentsnecessary endorsement).

Voting Rights; Distributions. (a) So 5.1 Pledgee shall have the voting rights and other consensual rights and powers pertaining to the Pledged Collateral or any part thereof, except that Pledgee hereby authorizes, and grants power of attorney to the Pledgor to, so long as no Event of Default shall existhave occurred and be continuing, the Pledgor shall be entitled to exercise any and all of such voting and other and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any Collateralpart thereof, for any purpose not inconsistent with the terms or purpose of this Pledge Agreement, the Indenture and the applicable Secured Instrument, provided, however, that the Pledgor shall not (i) exercise such rights which may have an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the First Priority Obligations. prior written approval of the Pledgee, vote in respect of any one or more of the Pledged Shares or Additional Shares in favor of a proposal (x) to amend the Articles of Association of the Companies or any other issues of Additional Shares or (y) to dissolve and liquidate the Companies or any other issuer of Additional Shares or (z) to issue any shares in addition to or in substitution for the Pledged Shares or any Additional Shares or to re-issue shares that have been repurchased, except in accordance with the provisions of section 6.2 hereof. 5.2 So long as an no Event of Default shall exist, at have occurred and subject to and in accordance with the sole option provisions of the Collateral Trustee, any or all rights of the Pledgor to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of the exercise of such option, shall have the sole right to exercise any or all such voting and other consensual rights. (b) To the extent required by the Indenture, the Pledgor shall cause be entitled to receive, retain and utilize the Distributions, free from the Pledge hereby created; provided, however, that (i) such Distributions are made in accordance with the provisions of this Pledge Agreement and the Indenture and (ii) any and all cash and other property paid such Distributions consisting of rights or otherwise distributed interests in respect the form of the Collateral, any and all Collateral from time to time issued in addition thereto or substitution thereforsecurities shall be, and any and all other Proceeds, to shall be paid and forthwith delivered to the Pledgee to hold as Pledged Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if received by the Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of the Pledgor, and promptly be forthwith delivered to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any necessary or appropriate endorsements or assignmentsendorsement). 5.3 Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 5.1 shall cease, and all such rights shall thereupon be exercised by the Pledgee in accordance with Section 5.5, which shall have the sole and exclusive right and authority to exercise the voting and/or consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof. 5.4 Upon or at any time after the occurrence of an Event of Default, the Pledgor's rights to receive Distributions in accordance with Section 5.2, shall automatically cease and the Pledgee shall be entitled to, and shall have the right to collect, any and all Distributions, provided that the Pledgee shall at its option apply any and all cash amounts so collected to satisfy the Secured Obligations, to the fullest extent permitted by Netherlands Antilles law or hold such Distributions as Pledged Collateral. Any Distributions in the form of non- cash assets shall be received subject to the Pledge hereby created to the fullest extent permitted by or possible under Netherlands Antilles law or any other law governing such assets or the creation of an encumbrance thereover. Without limiting the generality of the immediately preceding sentence, Pledgor shall, at its sole cost and expense, from time to time execute and deliver to Pledgee any and all documents necessary or appropriate to confirm and protect the Pledge granted or purported to be granted in the Distributions as contemplated in this Section 5.4 and to enable Pledgee to exercise and enforce its rights and remedies with respect thereto. 5.5 Pledgee shall have no responsibility to the Pledgor or any other Person for its exercise or failure to exercise such voting or consensual rights and powers. 5.6 A notice from the Pledgee to the Companies or other issuer of Additional Shares with a copy to the Pledgor stating that an Event of Default has occurred shall be sufficient for the Companies or other issuer of Additional Shares to accept the Pledgee as being exclusively entitled to (i) the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 5.1 and (ii) receive and collect the Distributions. The Pledgee shall remain entitled to exercise such powers and rights and receive such Distributions and the Companies or other issuer of Additional Shares shall accept the Pledgee as being exclusively entitled to such powers and rights and receive such Distributions until the earlier of (i) a notice of termination of the Event of Default from the Pledgee to the Companies or other issuer of Additional Shares or (ii) a decision by a competent court that no Event of Default exists. Notwithstanding the provisions of this Section 5.6, Pledgor shall (at its sole cost and expense) from time to time execute and deliver to Pledgee appropriate instruments as Pledgee may reasonably request in order to permit Pledgee to exercise its voting and consensual and other rights which it may be entitled to exercise and to receive all Distributions which it may be entitled to receive under this Section 5.

Voting Rights; Distributions. (a) So long as no Notwithstanding anything in this Agreement to the contrary, unless and until a Termination Event of Default shall existhave occurred, the Pledgor shall be entitled have the full right to exercise vote the Pledged Shares in its sole and absolute discretion at any and all voting and other consensual rights pertaining to any Collateralannual or special meeting, as the case may be, of the limited partners of the Company for any a purpose not inconsistent with the terms of this Agreement and (including Section 6(f)) or the First Priority Obligations. So long Security Agreement; provided, however, that if a Termination Event has occurred the Pledgee shall have the exclusive right (but not the obligation) to vote the Pledged Shares at its own discretion at any annual or special meeting, as an Event of Default shall existthe case may be, at the sole option of the Collateral Trustee, any or all rights limited partners of the Pledgor Company by using the Proxy in the form attached as Exhibit C hereto or otherwise and, to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of facilitate the exercise of such optionexclusive right, the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all proxies and other instruments as the Pledgee may from time to time reasonably request. For the avoidance of doubt, the Pledgee shall have no liability for any vote, proxy or instrument delivered by it at the sole right to exercise any or all such voting and other consensual rightsrequest of the Pledgor. (b) To All Distributions shall be distributed at the extent required by direction of the IndenturePledgor, which direction shall be in accordance with the Security Agreement. If a Termination Event shall have occurred, the Pledgor shall cause any agrees to execute and all cash deliver to the Pledgee appropriate dividend and other property paid or otherwise distributed in respect of the Collateral, any orders and documents directing that all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to Distributions be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if Pledgee. Any Distribution received by the Pledgor, Pledgor contrary to the provisions of this Section 9(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from the other property funds of the Pledgor, Pledgor and promptly shall be delivered forthwith paid over to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any appropriate endorsements or assignmentsnecessary endorsement).

Voting Rights; Distributions. (a) So long as no Notwithstanding anything in this Agreement to the contrary, unless and until an Event of Default shall existhave occurred and be continuing, the Pledgor shall be entitled have the full right to exercise vote the Pledged Interests in its sole and absolute discretion at any and all voting and other consensual rights pertaining to any Collateralannual or special meeting, as the case may be, of the limited partners of the Company for any a purpose not inconsistent with the terms of this Agreement and the First Priority Obligations. So long as (including Section 5(f)) or any other Finance Document; provided, however, that if an Event of Default has occurred and is continuing and upon written notice thereof, the Pledgee shall existhave the exclusive right (but not the obligation) to vote the Pledged Interests at its own discretion at any annual or special meeting, at as the sole option case may be, of the Collateral Trustee, any or all rights limited partners of the Pledgor Company by using the Proxy in the form attached as Exhibit C hereto or otherwise and, to exercise voting and other consensual rights shall cease, and the Collateral Trustee, if and when it notifies the Pledgor of facilitate the exercise of such optionexclusive right, the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all proxies and other instruments as the Pledgee may from time to time reasonably request. For the avoidance of doubt, the Pledgee shall have no liability for any vote, proxy or instrument delivered by it at the sole right to exercise any or all such voting and other consensual rightsrequest of the Pledgor. (b) To All Distributions shall be distributed at the extent required by direction of the IndenturePledgor, which direction shall be in accordance with the Loan Agreement. If any Event of Default shall have occurred and is continuing, the Pledgor shall cause any agrees to execute and all cash deliver to the Pledgee appropriate dividend and other property paid or otherwise distributed in respect of the Collateral, any orders and documents directing that all Collateral from time to time issued in addition thereto or substitution therefor, and any and all other Proceeds, to Distributions be paid and delivered to the Collateral Trustee, to be held as Collateral hereunder. (c) All cash and other property required to be delivered to the Collateral Trustee hereunder shall, if Pledgee. Any Distribution received by the Pledgor, Pledgor contrary to the provisions of this Section 8(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from the other property funds of the Pledgor, Pledgor and promptly shall be delivered forthwith paid over to the Pledgee as Pledged Collateral Trustee in the same form as so received (with any appropriate endorsements or assignmentsnecessary endorsement).