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 Default or 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; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if the Administrative Agent shall have notified the Pledgor that, in the Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Collateral for or Pledgor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i); and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants to the Administrative Agent a proxy, irrevocable during the continuance of such Default or Event of Default, to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) and each Pledgor agrees that during such time it will not exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. This Agreement is given as security to secure performance of the Secured Obligations. Upon the occurrence and during the continuation of an Event of Default, (i) Secured Party, may, at its option, and in addition to all rights and remedies available to Secured Party under any other agreement, at law, in equity, or otherwise, exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of the Pledged Collateral owned by such Pledgor, but under no circumstances is Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if Secured Party duly exercises its right to vote any of such Pledged Collateral, the applicable Pledgor hereby appoints Secured Party, such Pledgor’s true and lawful attorney-in-fact and proxy to vote such Pledged Collateral in any manner Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable during any period when an Event of Default has occurred and is continuing. Upon such Event of Default being cured or waived in writing, such rights shall automatically revert to the applicable Pledgor and such power-of-attorney and proxy shall terminate. So long as no Default or Event of Default shall have occurred occur and be continuing, to continuing under the extent permitted by lawCredit Agreement, 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; provided, however, that such Pledgor shall will not exercise or shall will refrain from exercising any such right right, as the case may be, if the Administrative Agent shall have notified the Pledgor that, in the Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Collateral for or Pledgor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i); and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants to the Administrative Agent a proxy, irrevocable during the continuance of such Default or Event of Default, to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) and each Pledgor agrees that during such time it will not exercise such voting and other consensual rightsCollateral.

Voting Rights in Respect of the Pledged Collateral. (ia) So long as no Default or Event of Default shall have occurred and (unless such Event of Default is waived in writing by the Pledgee): (i) Each Pledgor shall be continuing, entitled to the extent permitted by law, each Pledgor may exercise or refrain from exercising 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; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if the Administrative Agent shall have notified the Pledgor thatif, in the Administrative Agent’s judgmentreasonable judgment of such Pledgee, such action would have a material adverse effect on the value Security Interest or the rights and remedies of the Pledged Collateral or any part thereof. It is understoodPledgee hereunder; provided, howeverfurther, that neither such Pledgor shall give the Pledgee at least ten (A10) days' prior written notice of the voting by Pledgor manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (b) Upon and after the occurrence of any Pledged Collateral for or Pledgor’s consent to Event of Default (unless such Event of Default is waived in writing by the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i); andPledgee): (iii) Upon the occurrence and during the continuance All rights of a Default or an Event of Default, each Pledgor hereby grants to the Administrative Agent a proxy, irrevocable during the continuance of such Default or Event of Default, to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (iSection 6(a)(i) of this subsection (d) shall cease, and each Pledgor agrees that during all such time it will not rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have occurred and be continuing, to the extent permitted by law, each (x) the Pledgor may exercise any and all voting and other consensual rights and powers 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; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if Agreement and (y) the Administrative Collateral Agent shall have notified execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all proxies, powers of attorney and other instruments as the Pledgor that, in may reasonably request for the Administrative Agent’s judgment, such action would have a material adverse effect on purpose of enabling the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) Pledgor to exercise the voting by Pledgor of any Pledged Collateral for or Pledgor’s consent and/or consensual rights and powers it is entitled to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect exercise pursuant to incidental matters at any such meeting nor subclause (Bx) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i)above; and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants following notice to the Administrative Agent a proxyPledgor from the Collateral Agent, irrevocable during all rights of the continuance of such Default or Event of Default, Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and each Pledgor agrees that during all such time it will not rights shall thereupon become vested in the Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights. After all Events of Default have been cured or waived, the Pledgor shall have the right to exercise the voting and/or consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of clause (i) of this subsection (d).

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Default or 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; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if the Administrative Agent shall have notified the Pledgor that, in the Administrative Agent’s 's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Collateral for or Pledgor’s 's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s 's consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i); and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants to the Administrative Agent a proxy, irrevocable during the continuance of such Default or Event of Default, an irrevocably proxy to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) and each Pledgor agrees that during such time it will not exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Default or 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; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if the Administrative Agent shall have notified the Pledgor that, in the Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Collateral for or Pledgor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i); and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants to the Administrative Agent a proxy, irrevocable during the continuance of such Default or Event of Default, an irrevocably proxy to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) and each Pledgor agrees that during such time it will not exercise such voting and other consensual rights.

Voting Rights in Respect of the Pledged Collateral. (i) So long as no Default or Event of Default shall have occurred and be continuing, to the extent permitted by law, (x) each Pledgor may exercise any and all voting and other consensual rights and powers 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; provided, however, that Pledgor shall not exercise or shall refrain from exercising any such right if Agreement and (y) the Administrative Collateral Agent shall have notified execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor that, in the Administrative Agent’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) to exercise the voting by Pledgor of any Pledged Collateral for or Pledgor’s consent and/or consensual rights and powers it is entitled to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect exercise pursuant to incidental matters at any such meeting nor subclause (Bx) Pledgor’s consent to or approval of any action otherwise permitted under this Pledge Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Pledge Agreement or the Credit Agreement within the meaning of this Section 10(d)(i)above; and (ii) Upon the occurrence and during the continuance of a Default or an Event of Default, each Pledgor hereby grants following notice to the Administrative Agent a proxyPledgor from the Collateral Agent, irrevocable during the continuance all rights of such Default or Event of Default, Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection (d) shall cease and each Pledgor agrees that during all such time it will not rights shall thereupon become vested in the Collateral Agent which shall then have the sole right to exercise such voting and other consensual rights. After all Events of Default have been cured or waived, each Pledgor shall have the right to exercise the voting and/or consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of clause (i) of this subsection (d).