Common use of Voting Rights; Distributions Clause in Contracts

Voting Rights; Distributions. (a) So long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not an Event of Default has occurred, Pledgee shall be entitled to receive and retain, and apply as payment on the Note, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a). (d) Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 7(a) shall cease, and all such rights shall thereupon become immediately vested in Pledgee which shall thereupon have the sole right to exercise such voting and other consensual rights; and (ii) the Note, all interest thereon, and all other obligations thereunder, shall be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived.

Voting Rights; Distributions. Etc. --------------------------------- (a) So long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, : (i) The Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Interests or any part thereof for any purpose not inconsistent with the terms or purpose of this AgreementAgreement or any of the other Credit Documents; provided, however, that the -------- ------- Pledgors shall not in any event exercise and refrain from exercising such rights in any such right if, in Pledgee’s reasonable judgment, such action would manner which may have a material an adverse effect on the value of the Pledged Collateral or any part thereofthe security intended to be provided by this Agreement. (bii) Notwithstanding whether or not an Event of Default has occurredExcept as otherwise provided in this Agreement, Pledgee the Pledgors shall be entitled to receive and retain, and apply as payment on to utilize free and clear of the Notelien of this Agreement, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged CollateralDistributions. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a). (db) Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all All rights of the Pledgors to exercise the voting and other consensual rights which they it would otherwise be entitled to exercise pursuant to Section 7(a6(a)(i) hereof shall immediately cease, and all such rights shall thereupon become immediately vested in Pledgee the Secured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights; and. (ii) All rights of the Note, all interest thereonPledgors to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (c) The Pledgors shall, at the Pledgors' expense, from time to time, execute and deliver to the Secured Party appropriate instruments as the Secured Party may request in order to permit the Secured Party to exercise the voting and other obligations thereunderrights which it may be entitled to exercise pursuant to Section 6(b)(i) hereof and to receive all Distributions which it may be entitled to. receive under Section 6(b)(ii) hereof. (d) All Distributions which are received by the Pledgors contrary to the provisions of Section 6(b)(ii) hereof shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Pledgors and shall immediately due and payable, without presentment, demand, protest or be paid over to the Secured Party as Pledged Collateral in the same form as so received (with any notice of any kind, all of which are hereby expressly waivednecessary 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 or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors 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 part thereof 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 Pledgors the Pledgor shall not (i) exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would rights which may have a material an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the prior written approval of the Pledgee, vote in respect of any part thereofone 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. (b) Notwithstanding whether or not an 5.2 So long as no Event of Default has occurredshall have occurred and subject to and in accordance with the provisions of the Indenture, Pledgee the Pledgor shall be entitled to receive receive, retain and retainutilize 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 apply as payment on the Note, Indenture and (ii) any and all dividendssuch Distributions consisting of rights or interests in the form of securities shall be, distributions and interest paid in respect of the shall be forthwith delivered to Pledgee to hold as Pledged Collateral including all: (i) distributionsand shall, interest paid if received by Pledgor, be received for the benefit of Pledgee, be segregated from the other property or payable in respect offunds of Pledgor, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any be forthwith delivered to Pledgee as Pledged Collateral in connection the same form as so received (with a partial any necessary or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(aappropriate endorsement). (d) 5.3 Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors the Pledgor to exercise the voting and other and/or consensual rights and powers which they would otherwise be it is entitled to exercise pursuant to Section 7(a) 5.1 shall cease, and all such rights shall thereupon become immediately vested be exercised by the Pledgee in Pledgee accordance with Section 5.5, which shall thereupon 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 rights and powers which it is entitled to exercise pursuant to Section 5.1 and (ii) receive and collect the Note, all interest thereon, Distributions. The Pledgee shall remain entitled to exercise such powers and all rights and receive such Distributions and the Companies or other obligations thereunder, issuer of Additional Shares shall be immediately due accept the Pledgee as being exclusively entitled to such powers and payable, without presentment, demand, protest or any rights and receive such Distributions until the earlier of (i) a notice of any kindtermination 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 of Distributions which are hereby expressly waivedit may be entitled to receive under this Section 5.

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 or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors 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 part thereof 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 Pledgors the Pledgor shall not (i) exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would rights which may have a material an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the prior written approval of the Pledgee, vote in respect of any part thereofone 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. (b) Notwithstanding whether or not an 5.2 So long as no Event of Default has occurredshall have occurred and subject to and in accordance with the provisions of the Indenture, Pledgee the Pledgor shall be entitled to receive receive, retain and retainutilize 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 apply as payment on the Note, Indenture and (ii) any and all dividendssuch Distributions consisting of rights or interests in the form of securities shall be, distributions and interest paid in respect of the shall be forthwith delivered to Pledgee to hold as Pledged Collateral including all: (i) distributionsand shall, interest paid if received by Pledgor, be received for the benefit of Pledgee, be segregated from the other property or payable in respect offunds of Pledgor, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any be forthwith delivered to Pledgee as Pledged Collateral in connection the same form as so received (with a partial any necessary or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(aappropriate endorsement). (d) 5.3 Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors the Pledgor to exercise the voting and other and/or consensual rights and powers which they would otherwise be it is entitled to exercise pursuant to Section 7(a) 5.1 shall cease, and all such rights shall thereupon become immediately vested be exercised by the Pledgee in Pledgee accordance with Section 5.5, which shall thereupon 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 rights and powers which it is entitled to exercise pursuant to Section 5.1 and (ii) receive and collect the Note, all interest thereon, Distributions. The Pledgee shall remain entitled to exercise such powers and all rights and receive such Distributions and the Company or other obligations thereunder, issuer of Additional Shares shall be immediately due accept the Pledgee as being exclusively entitled to such powers and payable, without presentment, demand, protest or any rights and receive such Distributions until the earlier of (i) a notice of any kindtermination 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 of Distributions which are hereby expressly waivedit may be entitled to receive under this Section 5.

Voting Rights; Distributions. In addition, the Pledgor agree that: (a) So so long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an any Event of Default shall have occurred and be continuing, Pledgors Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Pledged Collateral Administrative Agent any dividend or other distribution (whether in cash, securities or other property) with respect to any part thereof for any purpose not inconsistent with Equity Interests included in the terms of this Agreement; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof.Collateral; (b) Notwithstanding whether or not an so long as any Event of Default has occurredshall have occurred and be continuing, Pledgee shall be entitled all rights of the Pledgor to receive and retain, and apply as payment on the Note, any and all dividends, distributions and interest paid exercise or refrain from exercising voting or other consensual rights in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a). (d) Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 7(a) shall cease, cease and all such rights shall thereupon become immediately vested in Pledgee which the Administrative Agent, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and (iic) so long as any Event of Default shall have occurred and be continuing, the NotePledgor shall deliver to the Administrative Agent such proxies and other documents as may be necessary to allow the Administrative Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, all interest thereonthe Pledgor shall be entitled to exercise, in their reasonable judgment, but in a manner not inconsistent with the terms of the Credit Agreement or any other Loan Document (including this Agreement), the voting powers and all other obligations thereunderincidental rights of ownership with respect to any Pledged Interests (subject to Pledgor’s obligation to deliver to the Administrative Agent such certificated Pledged Interests in pledge hereunder) and to the receipt of all distributions in the ordinary course; provided, however, that no vote shall be immediately due and payable, without presentment, demand, protest cast or any notice action taken by any Pledgor which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreement, any kindother Loan Document or any other instrument or agreement relating to the Secured Obligations, or which would have the effect of adversely affecting the security interest of the Administrative Agent in the Collateral or which would authorize or effect actions prohibited under the terms of the Credit Agreement or any other Loan Document. To the extent an Event of Default has occurred and is continuing, then all such payments permitted to be made to a Pledgor under Section 11.3 of the Credit Agreement, which are hereby expressly waivedsuch Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent.

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 Pledgors to exercise, so long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors 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 part thereof thereof, for any purpose not inconsistent with the terms or purpose of this Pledge Agreement; provided, howeverthe Indenture and the applicable Secured Instrument, PROVIDED, HOWEVER, that the Pledgors shall not (i) exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would rights which may have a material an adverse effect on the value of the Pledged Collateral or the pledge granted by this Pledge Agreement and (ii) without the prior written approval of the Pledgee, vote in respect of any part thereofone 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. (b) Notwithstanding whether or not an 5.2 So long as no Event of Default has occurredshall have occurred and subject to and in accordance with the provisions of the Indenture, Pledgee the Pledgors shall be entitled to receive receive, retain and retainutilize 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 apply as payment on the Note, Indenture and (ii) any and all dividendssuch Distributions consisting of rights or interests in the form of securities shall be, distributions and interest paid in respect of the shall be forthwith delivered to Pledgee to hold as Pledged Collateral including all: (i) distributionsand shall, interest paid if received by either Pledgor, be received for the benefit of Pledgee, be segregated from the other property or payable in respect offunds of such Pledgor, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any be forthwith delivered to Pledgee as Pledged Collateral in connection the same form as so received (with a partial any necessary or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(aappropriate endorsement). (d) 5.3 Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of the Pledgors to exercise the voting and other and/or consensual rights and powers which they would otherwise be are entitled to exercise pursuant to Section 7(a) 5.1 shall cease, and all such rights shall thereupon become immediately vested be exercised by the Pledgee in Pledgee accordance with Section 5.5, which shall thereupon 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 Pledgors' 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, each 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 Pledgors 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 each 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 rights and powers which it is entitled to exercise pursuant to Section 5.1 and (ii) receive and collect the Note, all interest thereon, Distributions. The Pledgee shall remain entitled to exercise such powers and all rights and receive such Distributions and the Companies or other obligations thereunder, issuer of Additional Shares shall be immediately due accept the Pledgee as being exclusively entitled to such powers and payable, without presentment, demand, protest or any rights and receive such Distributions until the earlier of (i) a notice of any kindtermination 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, each 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 of Distributions which are hereby expressly waivedit may be entitled to receive under this Section 5.

Voting Rights; Distributions. (a) So long as no Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not Until an Event of Default has occurredoccurred and is continuing, Pledgee shall be entitled to receive and retain, and apply as payment on the Note, any and each Pledgor may exercise all dividends, distributions and interest paid of its voting rights in respect of its Collateral. Each Pledgor agrees: (a) Promptly upon receipt and without any request by PHP, to deliver to PHP (properly endorsed where required hereby or requested by PHP) all Distributions, all other non-Dividend cash payments, and all proceeds of the Pledged Collateral including all:Collateral, all of which will be held by PHP as additional Collateral, provided that each Pledgor may retain the amount of any such Distribution, payment or proceeds representing his resulting federal, state and local income tax liability; and (b) After any Event of Default has occurred and is continuing and PHP has notified Pledgor of PHP's intention to exercise its voting power under this Section 3.4(b): (i) distributions, interest paid PHP may exercise (to the exclusion of each Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or payable in respect ofother shares of stock constituting Collateral, and instruments and other property receivedeach Pledgor hereby grants PHP an irrevocable proxy, receivable or otherwise distributed in respect ofexercisable under such circumstances, or in exchange for, to vote the Pledged Shares and such other Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a). (d) Upon the occurrence and during the continuance of an Event of Default, or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to Section 7(a) shall cease, and all such rights shall thereupon become immediately vested in Pledgee which shall thereupon have the sole right to exercise such voting and other consensual rights; and (ii) the NotePromptly to deliver to PHP such additional proxies and other documents as may be necessary to allow PHP to exercise such voting power; All Dividends, all interest thereonDistributions, cash payments, and all proceeds that at any time and from time to time may be delivered to any Pledgor but which such Pledgor is then obligated to deliver to PHP, until delivery to PHP, must be held by such Pledgor separate and apart from his, her or its other obligations thereunderproperty in trust for PHP. PHP agrees that unless an Event of Default has occurred and is continuing, shall each Pledgor will have the exclusive voting power with respect to any shares of capital stock (including any of the Pledged Shares) of such Pledgor constituting Collateral and, upon the written request of such Pledgor, PHP will promptly deliver such proxies and other documents, if any, as reasonably requested by such Pledgor that are necessary to allow such Pledgor to exercise voting power with respect to any such shares of capital stock (including any of the Pledged Shares) of such Pledgor constituting Collateral; PROVIDED, HOWEVER, that no vote may be immediately due and payablecast, without presentmentor consent, demandwaiver, protest or ratification given, or action taken by any notice Pledgor that would impair any Collateral or be inconsistent with or violate any provision of any kindof the Stock Purchase Agreement, all of which are hereby expressly waivedthe Stock Purchase Note or this Pledge and Security Agreement.

Voting Rights; Distributions. (a) So long as no Event of Default or event whichNotwithstanding anything in this Agreement to the contrary, with the giving of notice or the lapse of time, or both, would become unless and until an Event of Default shall have occurred and be continuing, Pledgors the Pledgor shall be entitled have the full right to exercise any and all voting and other consensual rights pertaining to vote the Pledged Collateral Interests in its sole and absolute discretion at any annual or any part thereof 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 AgreementAgreement (including Section 5(f)) or any other Finance Document; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not if an Event of Default has occurredoccurred and is continuing and upon written notice thereof, the Pledgee shall be entitled have the exclusive right (but not the obligation) to receive and retainvote the Pledged Interests at its own discretion at any annual or special meeting, and apply as payment on the Notecase may be, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable limited partners of the Company by using the Proxy in respect of, and instruments and other property received, receivable the form attached as Exhibit C hereto or otherwise distributed in respect ofand, or in exchange forto facilitate the exercise of such exclusive right, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all such proxies and other instruments as Pledgors 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 request for of the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a)Pledgor. (db) Upon All Distributions shall be distributed at the occurrence and during direction of the continuance of an Pledgor, which direction shall be in accordance with the Loan Agreement. If any Event of DefaultDefault shall have occurred and is continuing, or an event which, with the giving of notice or Pledgor agrees to execute and deliver to the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting Pledgee appropriate dividend and other consensual rights which they would otherwise orders and documents directing that all Distributions be entitled paid to exercise pursuant the Pledgee. Any Distribution received by the Pledgor contrary to the provisions of this Section 7(a8(b) shall cease, and all such rights shall thereupon become immediately vested be received in Pledgee which shall thereupon have trust for the sole right to exercise such voting and other consensual rights; and (ii) benefit of the Note, all interest thereon, and all other obligations thereunderPledgee, shall be immediately due segregated from other funds of the Pledgor and payable, without presentment, demand, protest or shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any notice of any kind, all of which are hereby expressly waivednecessary endorsement).

Voting Rights; Distributions. (a) So long as no Event of Default or event whichNotwithstanding anything in this Agreement to the contrary, with the giving of notice or the lapse of time, or both, would become unless and until an Event of Default shall have occurred and be continuing, Pledgors the Pledgor shall be entitled have the full right to exercise any and all voting and other consensual rights pertaining to vote the Pledged Collateral Interests in its sole and absolute discretion at any annual or any part thereof 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 AgreementAgreement (including Section 5(f)) or any other Finance Document; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not if an Event of Default has occurred, occurred and is continuing the Pledgee shall be entitled have the exclusive right (but not the obligation) to receive and retainvote the Pledged Interests at its own discretion at any annual or special meeting, and apply as payment on the Notecase may be, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable equity holders of the Company by using the Proxy in respect of, and instruments and other property received, receivable the form attached as Exhibit C hereto or otherwise distributed in respect ofand, or in exchange forto facilitate the exercise of such exclusive right, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all such proxies and other instruments as Pledgors 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 request for of the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a)Pledgor. (db) Upon All Distributions shall be distributed at the occurrence direction of the Pledgor, which direction shall be in accordance with the Amended and during the continuance of an Restated Loan Agreement. If any Event of DefaultDefault shall have occurred and is continuing and, or an event whichif the Pledgee shall so request, with the giving of notice or Pledgor agrees to execute and deliver to the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting Pledgee appropriate dividend and other consensual rights which they would otherwise orders and documents directing that all Distributions be entitled paid to exercise pursuant the Pledgee. Any Distribution received by the Pledgor contrary to the provisions of this Section 7(a8(b) shall cease, and all such rights shall thereupon become immediately vested be received in Pledgee which shall thereupon have trust for the sole right to exercise such voting and other consensual rights; and (ii) benefit of the Note, all interest thereon, and all other obligations thereunderPledgee, shall be immediately due segregated from other funds of the Pledgor and payable, without presentment, demand, protest or shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any notice of any kind, all of which are hereby expressly waivednecessary endorsement).

Voting Rights; Distributions. (a) So long as no Event of Default or event whichSubject to clauses (b) and (c) below, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, Pledgors Pledgor shall be entitled to exercise any and all or refrain from exercising the voting and other consensual rights pertaining attributable to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not an Event of Default has occurred, Pledgee Pledgor shall be entitled to receive and retain, and apply as payment on all distributions with respect to the Note, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee shall execute and deliver (or cause to be executed and delivered) all such proxies and other instruments as Pledgors may reasonably request for the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a). (db) Upon the occurrence and during the continuance of an any Event of DefaultDefault and simultaneously with receipt by Pledgor of written notice from Agent notifying Pledgor of Agent’s exercise of rights under this Section 6(b), or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors Pledgor to exercise or refrain from exercising the voting and other consensual rights which they would otherwise be entitled attributable to exercise pursuant to Section 7(a) the Pledged Collateral or any part thereof shall cease, and all such rights Agent shall thereupon become immediately vested in Pledgee which shall thereupon have the sole right to exercise or refrain from exercising such rights. In furtherance of the foregoing, Pledgor hereby makes, constitutes and appoints Agent and its officers as the proxies and attorneys-in-fact of and for Pledgor, with full power to exercise or to refrain from exercising any and all voting rights attributable to the Pledged Collateral upon the occurrence and during the continuance of any Event of Default with delivery of written notice by Agent notifying Pledgor of Agent’s exercise of rights under this Section 6(b). The foregoing appointment and power, being coupled with an interest, are irrevocable until the Obligations have been fully and irreversibly satisfied (other than any contingent obligations not then due and owing) and the Loan Agreement has been terminated in accordance with its terms. (c) Upon the occurrence and during the continuance of any Event of Default and simultaneously with receipt by Pledgor of written notice from Agent notifying Pledgor of Agent’s exercise of rights under this Section 6(c), all rights of Pledgor to receive and retain cash dividends and other consensual rights; and (iidistributions upon the Pledged Collateral pursuant to Section 6(a) the Noteabove shall cease and shall thereupon be vested in Agent, and Pledgor shall promptly deliver, or shall cause to be promptly delivered, all interest thereonsuch cash dividends and other distributions with respect to the Pledged Collateral to Agent (together with all necessary endorsements and negotiable documents or instruments so distributed) to be applied to the Obligations. Pending delivery to Agent of such property, Pledgor shall keep such property segregated from its other property and all other obligations thereunder, shall be immediately due deemed to hold the same in trust for the benefit of Agent and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waivedthe other Secured Parties.

Voting Rights; Distributions. (a) So long as no Event of Default or event whichNotwithstanding anything in this Agreement to the contrary, with the giving of notice or the lapse of time, or both, would become unless and until an Event of Default shall have occurred and be continuing, Pledgors the Pledgor shall be entitled have the full right to exercise any and all voting and other consensual rights pertaining to vote the Pledged Collateral Interests in its sole and absolute discretion at any annual or any part thereof 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 AgreementAgreement (including Section 5(f)) or any other Finance Document; provided, however, that Pledgors shall not exercise and refrain from exercising any such right if, in Pledgee’s reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (b) Notwithstanding whether or not if an Event of Default has occurred, occurred and is continuing the Pledgee shall be entitled have the exclusive right (but not the obligation) to receive and retainvote the Pledged Interests at its own discretion at any annual or special meeting, and apply as payment on the Notecase may be, any and all dividends, distributions and interest paid in respect of the Pledged Collateral including all: (i) distributions, interest paid or payable equity holders of the Company by using the Proxy in respect of, and instruments and other property received, receivable the form attached as Exhibit C hereto or otherwise distributed in respect ofand, or in exchange forto facilitate the exercise of such exclusive right, the Pledged Collateral, (ii) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral. (c) Pledgee Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all such proxies and other instruments as Pledgors 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 request for of the purpose of enabling Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 7(a)Pledgor. (db) Upon All Distributions shall be distributed at the occurrence and during direction of the continuance of an Pledgor, which direction shall be in accordance with the Loan Agreement. If any Event of DefaultDefault shall have occurred and is continuing and, or an event whichif the Pledgee shall so request, with the giving of notice or Pledgor agrees to execute and deliver to the lapse of time, or both, would become an Event of Default: (i) all rights of Pledgors to exercise the voting Pledgee appropriate dividend and other consensual rights which they would otherwise orders and documents directing that all Distributions be entitled paid to exercise pursuant the Pledgee. Any Distribution received by the Pledgor contrary to the provisions of this Section 7(a8(b) shall cease, and all such rights shall thereupon become immediately vested be received in Pledgee which shall thereupon have trust for the sole right to exercise such voting and other consensual rights; and (ii) benefit of the Note, all interest thereon, and all other obligations thereunderPledgee, shall be immediately due segregated from other funds of the Pledgor and payable, without presentment, demand, protest or shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any notice of any kind, all of which are hereby expressly waivednecessary endorsement).