Common use of Voting Rights and Distributions Clause in Contracts

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have has occurred and be or is continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraphsub-paragraph): (A) Each Debtor The Pledgor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares Interests (including the Pledged Shares) or any part thereof; provided, however, that no vote shall may be cast cast, or consent, waiver waiver, or ratification given or action taken without the prior written consent of the Agent which taken, that would violate any provision of this Agreement or of the Credit Loan Agreement, without the prior written consent of the Secured Party; and (B) Except as otherwise provided by the Credit Agreement, such Debtor The Pledgor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Interests (including the Pledged Shares). (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent maythe Secured Party may elect to repurchase from the Pledgor pursuant to, without notice to such Debtor, transfer or and register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to Secured Party such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any number of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and is determined in connection therewith, to deposit and deliver any and all of the Pledged Shares accordance with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doingSection 5.1 hereof. (B) All rights of such Debtor the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A4.4(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4.4(a)(i)(B) with respect to such number of the Pledged Shares shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributionsexists. (C) All dividends, interest and other distributions which are received by such Debtor the Pledgor contrary to the provisions of this Section 4.7(a)(ii4.4(a)(ii) shall be received in trust for the benefit of the AgentSecured Party, shall be segregated from other funds of such Debtor the Pledgor and shall be forthwith paid over to the Agent Secured Party as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (C) No provision of this Agreement shall prohibit distributions to pay accrued taxes of limited liability company members attributable to any Equity Interests held by such Persons provided that such distributions are permitted under the Credit Agreement. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to (i) exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and (ii) to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer existexist (and in the case of the rights described in clause (i) herein, upon notice from the Agent of a suspension of such rights), and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the LendersBanks, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 Bank which would violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent Bank may, without after giving notice to such Debtor, transfer or register in the name of the Agent Bank or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent Bank hereunder, and the Agent Bank or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent Bank were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent Bank of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agentBank, registrar or other designated agency upon such terms and conditions as the Agent Bank may determine, all without liability except to account for property actually received by it, but the Agent Bank shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent Bank shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent Bank which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the AgentBank, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent Bank as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent Bank all such proxies and other instruments as the Agent Bank may reasonably request for the purpose of enabling the Agent Bank to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the AgentBank’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without (A) each Debtor will give the prior Agent at least 5 Business Days’ written consent notice of the Agent manner in which would violate any provision of this Agreement it intends to exercise, or the Credit Agreementreasons for refraining from exercising, any such right which could reasonably be expected to adversely affect the value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Agent’s Lien thereon and (B) no Debtor will exercise or refrain from exercising any such right, as the case may be, if the Agent or, at any time prior to the Senior Debt Termination Date, the Senior Agent gives such Debtor notice that, in the Agent’s or Senior Agent’s judgment, as applicable, such action (or inaction) could reasonably be expected to violate the terms of any Loan Document or have a Material Adverse Effect; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares; provided, however, that any and all (A) dividends, distributions and interest paid or payable other than in cash in respect of, and Instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Interests, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Credit Agreement, shall be, and shall forthwith be delivered to the Agent or, at any time prior to the Senior Debt Termination Date, to the Senior Agent, acting as gratuitous bailee for the Agent in accordance with the Specified Subordination Agreement, to hold as, Pledged Interests and shall, if received by any of the Debtors, be received in trust for the benefit of the Agent, shall be segregated from the other property or funds of the Debtors, and shall be forthwith delivered to the Agent, or at any time prior to the Senior Debt Termination Date, to the Senior Agent, acting as gratuitous bailee for the Agent in accordance with the Specified Subordination Agreement, in the exact form received with any necessary indorsement and/or appropriate instruments of transfer or assignment or undated stock powers duly executed in blank, to be held by the Agent as Pledged Interests and as further collateral security for the Secured Indebtedness. (ii) Upon Subject to the Specified Subordination Agreement, upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent or its nominee were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent or its nominee of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by itthe extent set forth in Section 4.7(b), but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent or its nominee which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent or its nominee to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Unless an Event of Default shall have has occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall is continuing, each GameSquare Party will be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without thereof for any purpose not prohibited by the prior written consent of the Agent which would violate any provision terms of this Agreement Note or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) other Transaction Documents. Upon the occurrence and during the continuance continuation of a Default or an Event of Default: : (Ai) The Agent mayall rights of each GameSquare Party to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the immediately preceding sentence shall cease, without notice to and all such Debtor, transfer or register rights shall thereupon become vested in the name Holder, which shall thereupon have the sole right to exercise such voting and other consensual rights; and (ii) without limiting the generality of the Agent or any of foregoing, the Holder may at its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, option exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares or any other Collateral as if the Agent it were the absolute owner thereof, including, without limitation, the right to exchange, at in its discretion, any and all of the Pledged Shares or any other Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment adjustment of any corporation issuing any of such Pledged Shares or other Collateral, or upon the exercise by any such issuer Pledged Shares or the Agent other Collateral of any right, privilege or option pertaining to any of the Pledged SharesShares or other Collateral, and and, in connection therewith, to deposit and deliver any and all of the Pledged Shares or other Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency agent upon such terms and conditions as the Agent Holder may determine, all without liability except . In order to account for property actually received by it, but permit the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor Holder to exercise the voting and other consensual rights which it would otherwise may be entitled to exercise pursuant to Section 4.7(a)(i)(A) hereto upon the occurrence and to receive during the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or continuation of an Event of Default shall no longer existDefault, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall each GameSquare Party will promptly execute and deliver (or cause to be executed and delivered) to the Agent Holder all such proxies and other instruments as the Agent Holder may from time to time reasonably request request. (ii) If, at any time prior to the payment in full of this Note, any GameSquare Party shall receive any dividend, interest or other distribution paid in respect of the FaZe Media Shares or any other Pledged Interest, whether resulting from a subdivision, combination or reclassification of the outstanding Pledged Interests or other Collateral, or received in exchange therefor, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, such dividend, interest or other distribution shall be and become part of the Collateral, and, if received by a GameSquare Party, shall be received in trust for the purpose benefit of enabling the Agent Holder, shall be segregated from other funds and property of such GameSquare Party, and shall be forthwith paid over to exercise the voting Holder in accordance with the terms of Section 5(c)(i) as Collateral in the exact form received with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by the Holder as Collateral and other rights which it is entitled as further collateral security for the Secured Obligations. In order to exercise pursuant to this Section 4.7(a)(ii) and permit the Holder to receive the dividends, interest all dividends and other distributions which it is may be entitled to receive hereunder, each GameSquare Party will promptly execute and retain pursuant deliver (or cause to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power be executed and authority granted pursuant delivered) to the Holder all such proxies, dividend payment orders, and other provisions of this Agreementinstruments as the Holder may from time to time reasonably request.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The To the extent not prohibited by applicable law, including the UCC, the Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) hereof and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to this Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (ia) So long as no Default or Subject to the provisions of paragraph (d) below, prior to the occurrence of any Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor Default, each Pledgor shall be entitled to exercise any and all voting and other consensual rights (includingpertaining to the Shares it owns in the Company, including without limitation, the right to give consentscall shareholders meetings of the Company, waivers and ratifications) all managerial, corporate and other rights pertaining to the Pledged Collateral owned by it or any part thereof for any purpose not inconsistent with the terms of this Agreement, any of the Pledged Shares Financing Documents or any part thereofrestriction contained in the by-laws of the Company; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without the prior written consent none of the Agent which Pledgors shall exercise any such right, if such action would violate have a material adverse effect on the value of any provision of this Agreement Pledged Collateral owned by it or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall could reasonably be entitled likely to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or trigger an Event of Default:. (Ab) The Agent mayOn or after the occurrence of any Event of Default, without notice all voting rights pertaining to such Debtorthe Shares and all managerial, transfer or register in the name of the Agent or any of its nominees, for the equal corporate and ratable benefit of the Lenders, any or all of other rights pertaining to the Pledged Shares and the Proceeds thereof (in cash or otherwise) held Collateral shall be exercised by the Agent hereunderOnshore Collateral Agent, and the Agent either personally, or its nominee may thereafterby agents or attorneys, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, including without limitation, the right to exchange, at its discretion, call to shareholders meetings of the Company. (c) Any and all dividends on the Shares and any and all distributions, proceeds or other amounts paid in cash in respect of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise Collateral owned by any such issuer or the Agent of any right, privilege or option pertaining to any each of the Pledged Shares, Pledgors if and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are when received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) Pledgor shall be received in trust for the benefit name of the Agent, Pledgee and shall forthwith be segregated from transferred by such Pledgor to the Dollar Revenue Account or such other funds of such Debtor account that as provided in the Common Agreement is designated in writing by the Pledgee and shall be held in pledge hereunder and as provided in the Financing Documents. Any and all property (other than cash) received in exchange for or in respect of any Shares (including additional Shares) shall be and become part hereof (and shall be considered Pledged Collateral hereunder) and, if received by the Pledgor, shall forthwith paid over be delivered to the Agent as Collateral in Pledgee (together with, if appropriate, proper instruments of transfer, endorsements of the same form as so received (with any necessary endorsement). (Drelevant certificates, notations on the relevant registries and/or powers executed by the Pledgor) Each Debtor shall execute and deliver (or cause to be executed and delivered) held in pledge hereunder, subject to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions terms of this Agreement. (d) The Pledgee's authorization shall be required for any of the Pledgors to take any action or to exercise any and all rights which pursuant to the Common Agreement may not be effected without the prior written approval required under the Common Agreement.

Voting Rights and Distributions. Subject to the terms of the Senior Intercreditor Agreement, (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 Secured Party which would violate any provision of this Agreement or the Credit Forbearance Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to of any of the Pledged SharesShares and to use and expend the same in the normal course of business in accordance with the Forbearance Budget. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent Secured Party may, without on ten (10) days’ written notice to such Debtor, transfer or register in the name of the Agent Secured Party or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent Secured Party hereunder, and the Agent Secured Party or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent Secured Party were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent Secured Party of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent Secured Party may determine, all without liability except to account for property actually received by it, but the Agent Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent Secured Party shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A4.6(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4.6(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii4.6(a)(ii) shall be received in trust for the benefit of the AgentSecured Party, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent Secured Party as Collateral in the same form as so received (with any necessary endorsement). (D) Each Such Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent Secured Party all such proxies and other instruments as the Agent Secured Party may reasonably request for the purpose of enabling the Agent Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii4.6(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii4.6(a)(ii). The foregoing shall not in any way limit the AgentSecured Party’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (ia) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor continuing, Borrower shall be entitled to exercise any and all voting and other consensual rights (includingrights, without limitationif any, for any purpose not inconsistent with the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision terms of this Agreement or the Credit Agreement; andany other Loan Documents. (Bb) Except So long as otherwise provided by the Credit Agreementno Event of Default shall have occurred and be continuing, such Debtor shall be entitled to receive and retain any and all dividends, distributions Distributions (as defined in the LLC Agreement) and interest paid other proceeds pertaining to the LLC Collateral shall be delivered to Lender to be held in respect to any pledge hereunder and shall become part of the Pledged SharesLLC Collateral. (iic) Upon the occurrence and during the continuance of a Default or an any Event of Default: , (Ai) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor Borrower to exercise the voting and other consensual rights rights, if any, which it Borrower would otherwise be entitled authorized to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4(a) shall be suspended until such Default or Event of Default shall no longer existcease, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which Lender who then shall thereupon have the sole right to exercise any such voting and other consensual rights rights, and (ii) Lender shall have the right to receiveapply all Distributions and any cash so received to the Obligations. Effective upon the occurrence and during the continuance of an Event of Default, hold and dispose of Borrower hereby grants to Lender an irrevocable proxy coupled with an interest for the LLC Collateral, pursuant to which proxy Lender shall be entitled to vote or consent with respect to the LLC Collateral in its sole discretion, as Pledged Shares such dividends, interest and other distributionsapplicable. (Cd) All dividends, interest and other distributions which are received by such Debtor contrary to If during the provisions term of this Section 4.7(a)(ii) Agreement any non-cash Distribution, reclassification, readjustment or other change is declared or made with respect to any of the LLC Collateral, or if warrants or any other rights or options are issued in connection with any of the LLC Collateral, or if additional units or other securities are issued in connection with any of the LLC Collateral (whether or not for valuable consideration), all such new, substituted and/or additional units or other securities shall be received in trust for pledged immediately to Lender to be held under the benefit terms of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral this Agreement in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments manner as the Agent may reasonably request for LLC Collateral are held hereunder, and shall become part of the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this AgreementLLC Collateral.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without the prior written consent of the Canadian Agent which would violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Canadian Agent may, without notice to such Debtor, transfer or register in the name of the Canadian Agent or any of its nominees, for the equal and ratable rateable benefit of the Canadian Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Canadian Agent hereunder, and the Canadian Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Canadian Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the amalgamation, merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Canadian Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Canadian Agent may determine, all without liability except to account for property actually received by it, but the Canadian Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Canadian Agent shall not be responsible for any failure to do so or delay in so doing.; (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Canadian Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions.; (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Canadian Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Canadian Agent as Collateral in the same form as so received (with any necessary endorsement).; and (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Canadian Agent all such proxies and other instruments as the Canadian Agent may reasonably request for the purpose of enabling the Canadian Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Canadian Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. Subject to the terms of the Intercreditor Agreements, (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 Secured Party which would violate any provision of this Agreement or the Credit Forbearance Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to of any of the Pledged SharesShares and to use and expend the same in the normal course of business in accordance with the Forbearance Budget. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent Secured Party may, without on ten (10) days’ written notice to such Debtor, transfer or register in the name of the Agent Secured Party or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent Secured Party hereunder, and the Agent Secured Party or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent Secured Party were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent Secured Party of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent Secured Party may determine, all without liability except to account for property actually received by it, but the Agent Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent Secured Party shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A4.6(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4.6(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii4.6(a)(ii) shall be received in trust for the benefit of the AgentSecured Party, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent Secured Party as Collateral in the same form as so received (with any necessary endorsement). (D) Each Such Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent Secured Party all such proxies and other instruments as the Agent Secured Party may reasonably request for the purpose of enabling the Agent Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii4.6(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii4.6(a)(ii). The foregoing shall not in any way limit the AgentSecured Party’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 violate any provision of this Agreement or the Credit Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to any of the Pledged Shares. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The To the extent permitted by applicable law, including the UCC, the Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii). The foregoing shall not in any way limit the Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. (i) So long as no Default or Event of Default hereunder shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; provided, however, that no vote shall be cast or consent, waiver or ratification given or action taken without the prior written consent of the Collateral Agent which would violate any provision of this Agreement or the Credit Forbearance Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to of any of the Pledged SharesShares and to use and expend the same in the normal course of business in accordance with the Forbearance Budget. (ii) Upon the occurrence and during direction from the continuance of a Default or an Event of DefaultMajority Participating Counterparties to exercise remedies with respect to the Collateral delivered in accordance with Section 5.2: (A) The Collateral Agent may, without upon providing simultaneous written notice to such Debtor, transfer to, or register in the name of of, the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Lenders, nominees any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, after delivery of written notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged SharesShares and, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, ; but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A4.6(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4.6(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (D) Each Such Debtor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii4.6(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii4.6(a)(ii). The foregoing shall not in any way limit the Collateral Agent’s power and authority granted pursuant to the other provisions of this Agreement.

Voting Rights and Distributions. Subject to the terms of the Intercreditor Agreement, (i) So long as no Default or Event of Default shall have occurred and be continuing (both before and after giving effect to any of the actions or other matters described in clauses (A) or (B) of this subparagraph): (A) Each Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and ratifications) pertaining to any of the Pledged Shares or any part thereof; 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 Secured Party which would violate any provision of this Agreement or the Credit Forbearance Agreement; and (B) Except as otherwise provided by the Credit Agreement, such Such Debtor shall be entitled to receive and retain any and all dividends, distributions and interest paid in respect to of any of the Pledged SharesShares and to use and expend the same in the normal course of business in accordance with the Forbearance Budget. (ii) Upon the occurrence and during the continuance of a Default or an Event of Default: (A) The Agent Secured Party may, without on ten (10) days’ written notice to such Debtor, transfer or register in the name of the Agent Secured Party or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent Secured Party hereunder, and the Agent Secured Party or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent Secured Party were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent Secured Party of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent Secured Party may determine, all without liability except to account for property actually received by it, but the Agent Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent Secured Party shall not be responsible for any failure to do so or delay in so doing. (B) All rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.7(a)(i)(A4.6(a)(i)(A) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.7(a)(i)(B4.6(a)(i)(B) shall be suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in the Agent Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (C) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Section 4.7(a)(ii4.6(a)(ii) shall be received in trust for the benefit of the AgentSecured Party, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent Secured Party as Collateral in the same form as so received (with any necessary endorsement). (D) Each Such Debtor shall execute and deliver (or cause to be executed and delivered) to the Agent Secured Party all such proxies and other instruments as the Agent Secured Party may reasonably request for the purpose of enabling the Agent Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(a)(ii4.6(a)(ii) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(a)(ii4.6(a)(ii). The foregoing shall not in any way limit the AgentSecured Party’s power and authority granted pursuant to the other provisions of this Agreement.