Common use of Voting Rights; Dividends; Replacement of Collateral, Etc Clause in Contracts

Voting Rights; Dividends; Replacement of Collateral, Etc. (a) Prior to the occurrence of an Event of Default (as hereinafter defined) hereunder or under any of the Loan Documents, Pledgor shall be entitled to exercise any and all voting rights and powers relating or pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement. Following the occurrence of an Event of Default, at the option of Secured Party following notice to Pledgor, all rights of Pledgor to exercise such voting rights and powers shall cease, and all such rights shall thereupon become vested in Secured Party who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. (b) Any payments received and any dividends declared and payable in cash arising from the Pledged Stock shall forthwith be delivered to Secured Party for application to the costs, expenses, disbursements, reimbursements, fees, interest and principal then owing and unpaid in respect of the Secured Obligation, in such priority as Secured Party may determine in its reasonable discretion. (c) Any and all dividends (other than dividends declared and payable in cash), distributions or exchanges or other items, all as more fully described in Section 1.1(b) above, if received by Pledgor, shall be held in trust for the benefit of Secured Party and shall forthwith be delivered to Secured Party or its designated

Voting Rights; Dividends; Replacement of Collateral, Etc. (a) Prior to the occurrence of an Event of Default (as hereinafter defined) hereunder or under any of the Loan Documents, Pledgor shall be entitled to exercise any and all voting rights and powers relating or pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement. Following the occurrence of an Event of Default, at the option of Secured Party following notice to Pledgor, all rights of Pledgor to exercise such voting rights and powers shall cease, and all such rights shall thereupon become vested in Secured Party who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. (b) Any payments received and any dividends declared and payable in cash arising from the Pledged Stock shall forthwith be delivered to Secured Party for application to the costs, expenses, disbursements, reimbursements, fees, interest and principal then owing and unpaid in respect of the Secured Obligation, in such priority as Secured Party may determine in its reasonable discretion. (c) Any and all dividends (other than dividends declared and payable in cash), distributions or exchanges or other items, all as more fully described in Section 1.1(b) above, if received by Pledgor, shall be held in trust for the benefit of Secured Party and shall forthwith be delivered to Secured Party or its designateddesignated 6 agent (accompanied by proper instruments of assignment and/or stock powers executed by Pledgor in accordance with Secured Party's instructions) to be held subject to the terms of this Agreement.

Voting Rights; Dividends; Replacement of Collateral, Etc. (a) Prior to the occurrence of an So long as there shall not have occurred and be a continuing Event of Default (as hereinafter defined) hereunder or under any defined in Section 4.1 of the Loan DocumentsNotes), the Pledgor shall be entitled to exercise any and all voting rights and powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement. (b) So long as there shall not have occurred and be a continuing Event of Default (as defined in Section 4.1 of the Notes), the Pledgor shall receive and be entitled to retain any and all cash dividends, if any, paid on the Pledged Collateral. Following Any and all stock and/or liquidating dividends, distributions in property, redemptions or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer may be a party or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any Pledged Collateral (either at maturity, upon acceleration or call for redemption, or otherwise), shall become part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Pledgees and shall forthwith be delivered to the Pledge Agent (accompanied by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgees’ instructions) to be held subject to the terms of this Agreement. (c) Upon the occurrence of an Event of DefaultDefault (as defined in Section 4.1 of the Notes) and so long as such Event of Default shall be continuing, at the option of Secured Party following notice to Pledgorthe Pledgees, (i) all rights of the Pledgor to exercise such the voting rights and powers which the Pledgor is entitled to exercise pursuant to Section 5(a) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who the Pledgees, and the Pledgees shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. , on a Pro Rata Basis; and (bii) Any payments received the Pledgees shall receive and be entitled to retain any dividends declared and payable in all cash arising from dividends, if any, paid on the Pledged Stock shall forthwith be delivered to Secured Party for application to the costsCollateral, expenses, disbursements, reimbursements, fees, interest and principal then owing and unpaid in respect of the Secured Obligation, in such priority as Secured Party may determine in its reasonable discretion. (c) on a Pro Rata Basis. Any and all dividends (money and other than dividends declared and payable in cash), distributions property paid over to or exchanges or other items, all as more fully described in Section 1.1(b) above, if received by Pledgor, the Pledgees pursuant to the provisions of Section 5(b) above shall be held in trust for retained by the benefit Pledgees as part of Secured Party the Pledged Collateral and shall forthwith be delivered to Secured Party or its designatedapplied in accordance with the provisions hereof.

Voting Rights; Dividends; Replacement of Collateral, Etc. (a) Prior to the occurrence of an So long as there shall not have occurred and be a continuing Event of Default (as hereinafter defined) hereunder or under any defined in Section 3.1 of the Loan DocumentsNote), the Pledgor shall be entitled to exercise any and all voting rights and powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement. (b) So long as there shall not have occurred and be a continuing Event of Default (as defined in Section 3.1 of the Note), the Pledgor shall receive and be entitled to retain any and all cash dividends, if any, paid on the Pledged Collateral. Following Any and all stock and/or liquidating dividends, distributions in property, redemptions or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer may be a party or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any Pledged Collateral (either at maturity, upon acceleration or call for redemption, or otherwise), shall become part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Pledgee and shall forthwith be delivered to the Pledge Agent (accompanied by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee’s instructions) to be held subject to the terms of this Agreement. (c) Upon the occurrence of an Event of DefaultDefault (as defined in Section 3.1 of the Note) and so long as such Event of Default shall be continuing, at the option of Secured Party following notice to Pledgorthe Pledgee, (i) all rights of the Pledgor to exercise such the voting rights and powers which the Pledgor is entitled to exercise pursuant to Section 5(a) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who the Pledgee, and the Pledgee shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. ; and (bii) Any payments received the Pledgee shall receive and be entitled to retain any dividends declared and payable in all cash arising from dividends, if any, paid on the Pledged Stock shall forthwith be delivered to Secured Party for application to the costs, expenses, disbursements, reimbursements, fees, interest and principal then owing and unpaid in respect of the Secured Obligation, in such priority as Secured Party may determine in its reasonable discretion. (c) Collateral. Any and all dividends (money and other than dividends declared and payable in cash), distributions property paid over to or exchanges or other items, all as more fully described in Section 1.1(b) above, if received by Pledgor, the Pledgee pursuant to the provisions of Section 5(b) above shall be held in trust for retained by the benefit Pledgee as part of Secured Party the Pledged Collateral and shall forthwith be delivered to Secured Party or its designatedapplied in accordance with the provisions hereof.