Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.
(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).
(b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.
(c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent:
(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Col...
Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:
(i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,
(ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;
(b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensua...
Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing:
Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing, Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers, and notifications) pertaining to any of the Pledged Collateral or any other Investment Property; PROVIDED, HOWEVER, that without the prior written consent of Secured Party no vote shall be cast or consent, waiver, or ratification given or action taken which would be inconsistent with or violate any provision of this Agreement or any other Loan Document.
Voting Rights; Distributions; etc. So long as no Event of Default shall have occurred and be continuing, (i) each Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the pledged Equity Interests or any part thereof for any purpose not inconsistent with the terms or purposes of this Agreement; provided, however, that no Debtor shall in any event exercise such rights in any manner which may have an adverse effect on the security intended to be provided by this Agreement and (ii) each Debtor shall be entitled to receive and retain any and all distributions with respect to such pledged Equity Interests. Upon the occurrence and during the continuance of any Event of Default, upon written notice from the Secured Party, all rights of each Debtor to exercise such voting and other consensual rights it would otherwise be entitled to exercise hereunder and all rights of such Debtor to receive distributions otherwise permitted hereunder shall cease, and all such rights shall thereupon become vested in the Secured Party. Any distributions which are received by any Debtor in violation of the provisions of this Agreement shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Debtor and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement).
Voting Rights; Distributions; etc. (a). (a) Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have occurred and be continuing, and Pledgor shall have been notified by the Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor shall be entitled to exercise any voting and other corporate rights with respect to the Pledged Shares or any securities pledged in substitution therefor or in addition thereto for any purpose, and in any manner, not in violation of or inconsistent with the terms of this Agreement or any other Financing Document; provided, however, that, Pledgor shall not exercise or refrain from exercising any such voting and other rights if it could reasonably be anticipated that such action or inaction would have an adverse effect on the creation, attachment, perfection or priority of the security interests herein granted. Upon Pledgor's receipt of a notice in accordance with the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall be exercisable solely by the Administrative Agent in accordance with Section 15.
Voting Rights; Distributions; etc. So long as no Event of Default exists it shall be entitled to exercise any and all voting and other consensual rights (including the right to give consents, waivers and notifications) pertaining to any of the Pledged Shares or any other investment property; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without the prior written consent of the Agent which would be inconsistent with or violate any provision of this Agreement or any other Loan Document.
Voting Rights; Distributions; etc. The Pledgor agrees:
Voting Rights; Distributions; etc. (i) So long as no Event of Default shall have occurred and be continuing and subject to the provisions of Section 5.1(ii):
Voting Rights; Distributions; etc. Pledgor shall be entitled to exercise any and all voting and other consensual rights (including rights to exercise) pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or pur- pose of this Agreement.
