Common use of Special Provisions Relating to Certain Collateral Clause in Contracts

Special Provisions Relating to Certain Collateral. (a) Pledged Shares and Pledged Obligations. (i) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) below, all of the shares of each class of capital stock of each such Issuer then owned by any Debtor and (y) any Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited to less than the entirety thereof as provided in the definition of the term “Pledged Stock”, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a) hereof) result in greater than 65% of the total combined voting power of all classes of capital stock of any such Issuer. (ii) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so long as no Event of Default shall have occurred and be continuing, the Debtors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) for all purposes not inconsistent with the terms of this Agreement, the other Loan Documents or any other instrument or agreement referred to herein or therein; provided, however, that each Debtor agrees that no vote shall be cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would materially impair the Pledged Shares (other than pursuant to a transaction expressly permitted under the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement or any other Loan Document. The Administrative Agent shall execute and deliver to the Debtors or cause to be executed and delivered to the Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors may reasonably request for the purpose of enabling the Debtors to exercise the Voting Rights that they are entitled to exercise pursuant to this Section 8.17. Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s option and following written notice from the Administrative Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitled to exercise pursuant to this Section 8.17, and the obligations of the Administrative Agent under this Section 8.17, shall cease, and all such Voting Rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such Voting Rights, including, without limitation, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to the Administrative Agent or, at the Administrative Agent’s option, to the Administrative Agent’s nominee. (iii) The Debtors shall be entitled to receive and retain any dividends or distributions on the Pledged Shares to the extent that the payment of such dividends is permitted by the Credit Agreement. (iv) Subject to the provisions of Section 9 hereof, if any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares shall be paid directly to the Administrative Agent and retained by it as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Debtors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end. (v) So long as no Event of Default has occurred, and to the extent not prohibited by the Credit Agreement, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Obligations. (vi) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change affecting the Pledged Shares and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Shares), and each Debtor agrees that the Administrative Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (vii) The Administrative Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares and the Pledged Obligations or any part thereof, into its or its nominee’s name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Collateral is subject to the security interest hereunder. (viii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Chapter 8 of the Uniform Commercial Code as in effect in any state.

Special Provisions Relating to Certain Collateral. (a) Pledged Shares and Pledged Obligations. The Obligors will cause (i) The Debtors will cause the Pledged Stock Collateral to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) below, all times 100% of the total number of shares of each class of capital stock of each such Issuer then owned by any Debtor outstanding and (yii) any Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited Interests to less than the entirety thereof as provided in the definition of the term “Pledged Stock”, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a) hereof) result in greater than 65constitute at all times 100% of the total combined voting power aggregate ownership of all classes of capital stock of any such Issuereach Other Issuer then outstanding. (iib) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so So long as no Event of Default shall have occurred and be continuing, the Debtors Obligors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers consensual and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) Collateral for all purposes not inconsistent with the terms of this Agreement, the other Loan Documents Credit Agreement, or any other instrument or agreement referred to herein or therein; provided, howeverprovided that the Obligors jointly and severally agree that they will not vote the Collateral in any manner that is inconsistent with the terms of this Agreement, that each Debtor agrees that no vote shall be cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would materially impair the Pledged Shares (other than pursuant to a transaction expressly permitted under the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement , or any such other Loan Document. The instrument or agreement and the Administrative Agent shall execute and deliver to the Debtors Obligors or cause to be executed and delivered to the Debtors Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors Obligors may reasonably request for the purpose of enabling the Debtors Obligors to exercise the Voting Rights that rights and powers which they are entitled to exercise pursuant to this Section 8.17. Upon the occurrence 5.04(b). (c) Unless and during the continuance of until an Event of Default, at the Administrative Agent’s option Default has occurred and following written notice from the Administrative Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitled to exercise pursuant to this Section 8.17, and the obligations of the Administrative Agent under this Section 8.17, shall cease, and all such Voting Rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such Voting Rights, including, without limitationis continuing, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to the Administrative Agent or, at the Administrative Agent’s option, to the Administrative Agent’s nominee. (iii) The Debtors Obligors shall be entitled to receive and retain any and all dividends or and distributions on the Pledged Shares to the extent that the payment Collateral paid in cash out of such dividends is permitted by the Credit Agreementearned surplus. (ivd) Subject to the provisions of Section 9 hereof, if If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, Agreement or any other agreement relating to such Secured Obligation, all dividends and dividends, other distributions and proceeds on the Pledged Shares Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Debtors Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end. (v) So long as no , provided that if such Event of Default has occurredis cured, and any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Obligors (except to the extent not prohibited by theretofore applied to the Credit Agreement, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Secured Obligations. (vi) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change affecting the Pledged Shares and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Shares), and each Debtor agrees that be returned by the Administrative Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (vii) The Administrative Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares and the Pledged Obligations or any part thereof, into its or its nominee’s name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Collateral is subject to the security interest hereunderObligors. (viii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Chapter 8 of the Uniform Commercial Code as in effect in any state.

Special Provisions Relating to Certain Collateral. (a) Pledged Shares and Pledged Obligations. (i) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) below, all of the shares of each class of capital stock of each such Issuer then owned by any Debtor and (y) any Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited to less than the entirety thereof as provided in the definition of the term “Pledged Stock”, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a) hereof) result in greater than 65% of the total combined voting power of all classes of capital stock of any such Issuer. (ii) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so So long as no Event of Default shall have occurred and be continuing, the Debtors Obligors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers consensual and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) Equity for all purposes not inconsistent with the terms of this Agreement, Agreement and the other Loan Documents or any other instrument or agreement referred to herein or therein; provided, however, that each Debtor agrees that no vote shall be cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would materially impair the Pledged Shares (other than pursuant to a transaction expressly permitted under the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement or any other Loan DocumentDocuments. The Administrative Agent shall execute and deliver to the Debtors or cause to be executed and delivered to the Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors may reasonably request for the purpose of enabling the Debtors to exercise the Voting Rights that they are entitled to exercise pursuant to this Section 8.17. Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s option and following written notice from the Administrative Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitled to exercise pursuant to this Section 8.17, and the obligations of the Administrative Agent under this Section 8.17, shall cease, and all such Voting Rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such Voting Rights, including, without limitation, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to the Administrative Agent or, at the Administrative Agent’s option, to the Administrative Agent’s nominee. (iii) The Debtors shall be entitled to receive and retain any dividends or distributions on the Pledged Shares to the extent that the payment of such dividends is permitted by the Credit Agreement. (iv) Subject to the provisions of Section 9 hereof, if If any Event of Default shall have occurredoccurred and be continuing, then so long as such the Administrative Agent (acting at the written direction of the Required Lenders) may exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity. (b) If any Event of Default shall continuehave occurred and be continuing, and whether or not the Lenders or the Administrative Agent or any Lender exercises exercise any available right to declare any Secured Obligation Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this AgreementAgreement or the other Loan Documents, upon request by the Credit Agreement, or any other agreement relating to such Secured ObligationAdministrative Agent (acting at the written request of the Required Lenders), all dividends and other distributions on the Pledged Shares Equity shall be paid directly to the Administrative Agent and retained by it as part of the Collateral, subject to the terms of this AgreementAgent, and, if the Administrative Agent shall so request in writingwriting (acting at the written request of the Required Lenders), the Debtors Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end. (v) So long as no , provided that if such Event of Default has occurredis cured, and any such dividend or distribution theretofore paid to the Lenders shall, upon request of any Obligor (except to the extent not prohibited theretofore applied to the Obligations), be returned by the Credit Agreement, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Obligations. Lenders (vi) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change affecting the Pledged Shares and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Shares), and each Debtor agrees that through the Administrative Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (viiAgent) The Administrative Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares and the Pledged Obligations or any part thereof, into its or its nominee’s name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Collateral is subject to the security interest hereunderObligors. (viii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Chapter 8 of the Uniform Commercial Code as in effect in any state.

Special Provisions Relating to Certain Collateral. (a) Pledged Shares Securities and Pledged Obligations.. ------------------------------------------ (i1) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) belowSubsidiary, all of the shares of each class of capital stock of each such Issuer then owned by any Debtor Debtor, and (y) any first tier Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited to less than the entirety thereof as provided in the definition of the term “Pledged Stock”Subsidiary, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a3(a) hereof) result in not less than (nor greater than than) 65% of the total combined voting power of all classes of capital stock of any such Issuer. (ii2) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so So long as no Event of Default shall have occurred and be continuing, the Debtors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers and other powers of ownership pertaining to the Pledged Shares Securities (collectively, the “"Voting Rights”------ Powers") for all purposes not inconsistent with the terms of this Agreement, the ------ other Loan Credit Documents or any other instrument or agreement referred to herein or therein; provided, however, that each Debtor agrees that no vote shall be -------- ------- cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would which materially impair the Pledged Shares Securities (other than pursuant to a transaction expressly permitted under the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement or any other Loan Credit Document. The Administrative Agent shall execute and deliver to the Debtors or cause to be executed and delivered to the Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, in each case without recourserecourse or warranty, as the Debtors may reasonably request for the purpose of enabling the Debtors to exercise the Voting Rights Powers that they are entitled to exercise pursuant to this Section 8.175.04(a)(2). Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s 's sole and absolute option and following written notice from the Administrative Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights Powers they are entitled to exercise pursuant to this Section 8.175.04(a)(2), and the obligations of the Administrative Agent under this Section 8.175.04(a)(2), shall cease, and all such Voting Rights Powers shall thereupon become transferred to and vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such Voting RightsPowers, including, without limitation, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to the Administrative Agent or, at the Administrative Agent’s 's option, to the Administrative Agent’s 's nominee. (iii3) The Subject to Section 5.04(a)(4) below, the Debtors shall be entitled to receive and retain any dividends or distributions on the Pledged Shares Securities to the extent that the payment of such dividends is permitted by the Credit Agreement. (iv4) Subject to the provisions of Section 9 hereof, if If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Pledged Shares Securities shall be paid directly to the Administrative Agent and retained by it as part of the Pledged Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Debtors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end; provided, however, that -------- ------- if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall (except to the extent theretofore applied to the Secured Obligations) promptly be returned by the Administrative Agent to the Debtors, without interest and without recourse or warranty. (v5) The Administrative Agent, on behalf of the Lenders, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Debtor, endorsed or assigned in blank or in favor of the Administrative Agent. The applicable Debtor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Administrative Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any reasonable purpose consistent with this Agreement. (6) Upon the occurrence and during the continuance of an Event of Default, in order to fully effectuate the Administrative Agent's Voting Powers pertaining to the Pledged Securities, such Debtor, upon the request of the Administrative Agent, shall secure (if not already secured by the Administrative Agent) executed resignations of the officers, directors or representatives of any members committee of or the officers or directors of the general partner of each issuer whose securities constitute Pledged Securities in order that the Administrative Agent may elect or appoint the officers, directors or representatives of such members committee of or the officers or directors of the general partner of such issuer. After the occurrence and during the continuance of any such Event of Default, this Section 5.04(a)(6) shall constitute and grant an irrevocable proxy which shall become effective and shall entitle the Administrative Agent, at its election, to vote the Pledged Securities upon any and all corporate, limited liability company or partnership matters; provided, -------- however, that the foregoing proxy shall be construed so that, and shall be ------- limited to the extent necessary so that, the Administrative Agent shall not be or become liable as a general partner or member. (7) So long as no Event of Default has occurredoccurred and be continuing, and to the extent not prohibited by the Credit Agreement, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Obligations. (vi8) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of each Debtor to receive or demand, as the case may be, principal and interest payments which such Debtor is authorized to receive or demand pursuant to Section 5.04(a)(7) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive or demand, as the case may be, and retain such principal and interest payments (and all other payments in respect of the Pledged Obligations); in addition, all principal and interest payments (and all other payments in respect of the Pledged Obligations) which are received by any Debtor contrary to the provisions of this Section 5.07(a)(8) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Debtor and shall be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement), and (ii) all rights of each Debtor to exercise any rights and powers (including the right to receive and retain payments on the Pledged Obligations) which it would otherwise be entitled to exercise pursuant to Section 5.04(a)(7) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise all such rights and powers until such Event of Default shall have been cured or waived in accordance with the Credit Agreement, at which time all such rights shall thereupon become revested in such Debtor and amounts not applied to Loans shall be remitted to such Debtor. Any and all money and other Property paid over to or received by the Administrative Agent as Pledged Collateral and retained by the Administrative Agent pursuant to the provisions of this Section 5.04(a)(8) shall be retained by the Administrative Agent in the Collateral Account upon receipt of money or other property and shall be applied in accordance with the provisions of Section 5.09 hereof. Upon the occurrence and during the continuance of an Event of Default, each Debtor further agrees that so long as the Pledged Obligations continue to be Pledged Collateral under this Agreement, such Debtor will not permit any of the notes, instruments or other agreements evidencing the Pledged Obligations to be amended, modified or changed in any way, nor will such Obligor accept any waiver, indulgence, modification or other departure by any obligor under such Pledged Obligations from any provision of the Pledged Obligations, without first obtaining written consent of the Administrative Agent. (9) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change changes affecting the Pledged Shares Securities and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged SharesSecurities), and each Debtor agrees that the Administrative Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (vii10) The Administrative Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares Securities and the Pledged Obligations or any part thereof, into its or its nominee’s 's name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Pledged Collateral is subject to the security interest hereunder. (viii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Chapter 8 of the Uniform Commercial Code as in effect in any state.

Special Provisions Relating to Certain Collateral. (a) Pledged Shares and Pledged Obligations. (i) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) below, all of the shares of each class of capital stock of each such Issuer then owned by any Debtor and (y) any Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited to less than the entirety thereof as provided in the definition of the term “Pledged Stock”, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a) hereof) result in greater than 65% of the total combined voting power of all classes of capital stock of any such Issuer. (ii) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so So long as no Event of Default shall have occurred and be continuing, the Debtors Company shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers consensual and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) Securities for all purposes not inconsistent with the terms of this Agreement, the other Loan Documents Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein; provided, however, provided that each Debtor the Company agrees that no it will not vote shall be cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would materially impair any of the Pledged Shares (other than pursuant to a transaction expressly permitted under Securities in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement , the Notes or any such other Loan Document. The Administrative Agent instrument or agreement; and the Bank shall execute and deliver to the Debtors Company or cause to be executed and delivered to the Debtors Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors Company may reasonably request for the purpose of enabling the Debtors Company to exercise the Voting Rights that rights and powers which they are entitled to exercise pursuant to this Section 8.17. Upon the occurrence 5.04(a). (b) Unless and during the continuance of until an Event of DefaultDefault has occurred and is continuing or would result therefrom, at the Administrative Agent’s option Company shall be entitled to any principal of and following written notice from the Administrative Agent to the Debtors interest on any Collateral that is a debt security and any dividends on capital stock paid out of earnings (such written notice to be effective immediately upon principal, interest and dividends which the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitled to exercise pursuant to this Section 8.17, and the obligations of the Administrative Agent under this Section 8.17, shall cease, and all such Voting Rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such Voting Rights, including, without limitation, the right to act by shareholder, partner, member or other interestholder consent. Such authorization shall constitute an irrevocable voting proxy from each Debtor to the Administrative Agent or, at the Administrative Agent’s option, to the Administrative Agent’s nominee. (iii) The Debtors shall be Company is entitled to receive and retain any under this Section 5.04(b) being herein called "Retained Distributions") and the Bank shall promptly pay such principal, interest and dividends or distributions on the Pledged Shares to the extent that the payment of such dividends is permitted Company if and when received by the Credit AgreementBank in the form so received. (ivc) Subject to the provisions of Section 9 hereof, if If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Note or any other agreement relating to such Secured Obligation, all dividends and other distributions Retained Distributions on the Pledged Shares Collateral shall be paid directly to the Administrative Agent Bank and retained by it in the Collateral Account as part of the Collateral, subject to the terms of this Agreement, and, if the Administrative Agent Bank shall so request in writing, the Debtors jointly and severally agree Company agrees to execute and deliver to the Administrative Agent Bank appropriate additional dividend, distribution and other orders and documents to that end. (v) So long as no , provided that if such Event of Default has occurredis cured, and any such Retained Distributions theretofore paid to the Bank shall, upon request of the Company (except to the extent not prohibited theretofore applied to the Secured Obligations) be returned by the Credit Agreement, each Debtor shall be entitled to receive and retain principal and interest payments, if any, paid on the Pledged Obligations. (vi) Each Debtor hereby represents and warrants that it has made its own arrangements for keeping informed of changes or potential change affecting the Pledged Shares and the Pledged Obligations (including, without limitation, rights to convert, rights to subscribe, payment of dividends, reorganization or other exchanges, tender offers and voting rights of the Pledged Shares), and each Debtor agrees that the Administrative Agent shall have no responsibility or liability for informing such Debtor of any such changes or potential changes or for taking any action or omitting to take any action with respect thereto. (vii) The Administrative Agent may, upon the occurrence and during the continuation of an Event of Default, without notice and at its option, transfer or register the Pledged Shares and the Pledged Obligations or any part thereof, into its or its nominee’s name, or endorse any of the Pledged Obligations for negotiation, without any indication that such Collateral is subject Bank to the security interest hereunderCompany. (viii) No LLC or Partnership shall amend or modify or permit any amendment or modification of the terms of any LLC Interest or Partnership Interest to provide that any such LLC Interest or Partnership Interest is a security governed by Chapter 8 of the Uniform Commercial Code as in effect in any state.