Common use of Voting Rights in Respect of the Pledged Collateral Clause in Contracts

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementNote; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and notice thereof by the Pledgee, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Pledgee which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, following not less than two (2) Business Days’ advance written notice, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by lawLaw, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such the Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and notice from the Collateral Agent to the Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (ii), all rights of a the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by lawLaw, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and notice from the Collateral Agent to the applicable Pledgor that the Collateral Agent intends to exercise its rights pursuant to this paragraph (ii), all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; andSecured Note; (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Noteholder which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; andIndenture. (ii) Upon Subject to subsection (e) of this Section 10, upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; andIndentures. (ii) Upon Subject to subsection (e) of this Section 10, upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with in violation of the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon Subject to subsection (e) of this Section, upon the occurrence and during the continuance of a Default or an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon Subject to subsection (e) of this Section, upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and during the continuation thereof, at the option of the Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon Subject to Subsection (e) of this Section, upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section upon written notice to the Borrower shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor the Obligor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor the Obligor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor the Obligor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section upon written notice to the Borrower and the Obligor shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementAgreement (including, without limitation, Section 6(g) hereof); and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to Pledgors from the Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementFinancing Documents; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Pledgor from the Collateral Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Stock Pledge Agreement or the Credit Loan Agreement; and; (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementIndenture; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph subsection (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such 145 128 Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph subsection (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section 10(e) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementDocuments; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon receipt of notice from the Agent, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such the Pledgor or any part thereof for any purpose not inconsistent with in violation of the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon Subject to subsection (e) of this Section, upon the occurrence and during the continuance of a Default or an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementFinancing Documents; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights Default and following delivery by the Administrative Agent to BioReliance of a Pledgor notice of its intent to exercise the voting and other consensual rights that it the Pledgors would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection subsection, all rights of the Pledgors to exercise such rights shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementFinancing Documents; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with in violation of the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Financing Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Lender which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and receipt of notice from the Agent, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with in violation of the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph clause (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. Subject to -------------------------------------------------- the terms of the Stockholders Agreement: (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault of Pledgor, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section 8(d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Lender which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph Amended and Restated Pledge Agreement (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as Provided that no Event of Default shall will have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining relating to the Pledged Collateral of such the Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon Subject to Subsection (e) of this section, upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph subparagraph (i) of this subsection shall Subsection (c) will cease and all such those rights shall will thereupon become vested in the Administrative AgentSecured Party, which shall will then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and; (ii) Upon the occurrence and during the continuance of an Event of Default, upon written notice from the Agent, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by applicable law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementCollateral; and (ii) Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and following delivery to such Pledgor by the Collateral Agent of notice of its intent to exercise such rights, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph clause (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreementother Loan Documents; and (ii) and Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Pledgor from the Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and. (ii) Upon Subject to subsection (e) of this Section 8.2, upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by applicable law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon three (3) Business Days’ notice to the applicable Pledgor, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, following not less than two (2) Business Days’ advance written notice, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.. WEST\275627297. 6 11

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Amended Credit AgreementDocuments; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Lender which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and receipt of notice from the Agent, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Bank Credit AgreementDocuments; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Pledgor from the Domestic Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Domestic Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such the Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the other Credit AgreementDocuments; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge and Security Agreement or the Credit Agreement; and; (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a the Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.Bank which

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and; (ii) Upon the occurrence and during the continuance of an Event of Default, upon written notice from the Lender, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Lender which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; andNote; (ii) Upon the occurrence and during the continuance of an Event of Default, upon written notice from Lender, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section 7 shall cease and all such rights shall thereupon become vested in the Administrative Agent, Lender which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor PFM may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit AgreementNote; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and notice thereof by the Pledgee, all rights of a Pledgor PFM to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Pledgee which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the other Credit AgreementDocuments; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default (as defined herein) shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection Section shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then thereupon have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by applicable law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon three (3) Business Days’ notice to the applicable Pledgor, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent, which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and (ii) Upon the occurrence and during the continuance of an Event of Default, at the election of the Collateral Agent, all rights of a Pledgor to exercise the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, each Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreementother Loan Documents; and (ii) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Pledgor from the Administrative Agent, all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights.