Common use of Voting Rights and Distributions Clause in Contracts

Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Company will be entitled to exercise any and all voting and other consensual rights of a unit holder or other equity holder pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that the Company will refrain from exercising any such right if, in Investor's reasonable judgment, such action would have a material adverse effect on the value of the Collateral or any part thereof. (ii) The Company will be entitled to receive and retain any and all dividends, distributions (whether in respect of income, capital or otherwise) and interest paid in respect of the Collateral; provided, however, that any and all dividends, distributions (whether in respect of income, capital or otherwise) 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 Collateral will be, and will be forthwith delivered to Investor to hold as, Collateral and will, if received by the Company, be received in trust for the benefit of Investor, be segregated from the other property or funds of the Company, and be forthwith delivered to Investor as Collateral in the same form as so received (with any necessary endorsement). The Company will, upon request by Investor, promptly execute such documents and do such acts as may be necessary or advisable in the reasonable judgment of Investor to give effect to the provisions of this paragraph. (iii) Investor will execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 5(a)(i). (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Company to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5(a)(i) will cease, immediately upon written notice given by Investor to the Company with respect to the exercise of such rights, and upon the giving of such notice, all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of the Company to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(a)(ii) will cease, and all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to receive and hold as Collateral such dividends and interest payments. (iii) All dividends and interest payments that are received by the Company contrary to the provisions of Section 5(b)(ii) will be received in trust for the benefit of Investor, will be segregated from other funds of the Company and will be forthwith paid over to Investor as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Distributions. (a) So long as no In addition to the Secured Party's rights and remedies set forth in Section 7 hereof, in case an Event of Default shall have occurred and be continuing: , the Secured Party shall (i) The Company will be entitled to exercise any vote the Collateral, (ii) be entitled to give consents, waivers and all voting and other consensual rights ratifications in respect of a unit holder or other equity holder pertaining to the Collateral (Pledgor hereby irrevocably constituting and appointing the Secured Party, with full power of substitution, the proxy and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to collect and apply in accordance with Section 10 cash distributions paid on the Collateral. Pledgor shall not be permitted to exercise or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that the Company will refrain from exercising any such right voting rights or other powers if, in Investor's the reasonable judgmentjudgment of the Secured Party, such action would have a material adverse effect on the value of the Collateral or any part thereof. ; and, provided, further, that Pledgor shall give at least five (ii5) The Company will be entitled days' written notice of the manner in which Pledgor intends to receive exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of managers and retain voting with respect to any incidental matters. Upon the occurrence and during the continuance of an Event of Default, all dividends, distributions (whether in respect of income, capital or otherwise) and interest paid in respect any of the Collateral; provided, however, that any and all dividends, distributions (whether in respect of income, capital or otherwise) and interest whenever paid or payable other than in cash in respect ofmade, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral will be, and will shall be forthwith delivered to Investor the Secured Party to hold as, as Collateral and willshall, if received by the CompanyPledgor, be received in trust for the benefit of Investorthe Secured Party, be segregated from the other property or funds of the CompanyPledgor, and be forthwith delivered to Investor the Secured Party as Collateral in the same form as so received (with any necessary endorsement). The Company will; provided however, upon request by Investor, promptly execute such documents and do such acts as may be necessary or advisable that in no case shall the reasonable judgment of Investor to give effect to the provisions of this paragraph. (iii) Investor will execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights foregoing apply at any time that it is entitled to exercise pursuant to Section 5(a)(i). (b) Upon the occurrence and during the continuance of an no Event of Default: (i) All rights of the Company to exercise the voting Default has occurred and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5(a)(i) will cease, immediately upon written notice given by Investor to the Company with respect to the exercise of such rights, and upon the giving of such notice, all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to exercise such voting and other consensual rightsis continuing. (ii) All rights of the Company to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(a)(ii) will cease, and all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to receive and hold as Collateral such dividends and interest payments. (iii) All dividends and interest payments that are received by the Company contrary to the provisions of Section 5(b)(ii) will be received in trust for the benefit of Investor, will be segregated from other funds of the Company and will be forthwith paid over to Investor as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuingoccurred: (i) The Company will Pledgor shall be entitled to exercise any and all voting and other consensual rights of a unit holder or other equity holder pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgor shall give Secured Party at least five calendar days' written notice of the Company will refrain manner in which Pledgor intends to exercise, or the reasons for refraining from exercising exercising, any such right if, in Investor's reasonable judgment, such action would have a material adverse effect on the value of the Collateral or any part thereofright. (ii) The Company will Pledgor shall be entitled to receive and retain any and all dividends, distributions (whether in respect of income, capital or otherwise) and interest paid made in respect of the Collateral; , provided, however, that any and all dividends, all (A) distributions (whether in respect of income, capital or otherwise) 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 Collateral will Collateral, and (B) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and will shall be forthwith delivered to Investor the Secured Party to hold as, as Collateral and willshall, if received by the CompanyPledgor, be received in trust for the benefit of Investorthe Secured Party, be segregated from the other property or funds of the CompanyPledgor, and be forthwith delivered to Investor the Secured Party as Collateral collateral in the same form as so received (with any necessary endorsement). The Company will, upon request by Investor, promptly execute such documents and do such acts as may be necessary or advisable in the reasonable judgment of Investor to give effect to the provisions of this paragraph. (iii) Investor will Pledgor shall execute and deliver (or cause to be executed and delivered) to the Company Secured Party all such proxies and other instruments as the Company Secured Party may reasonably request for the purpose of enabling the Company Secured Party to exercise the voting and other rights that which it is entitled to exercise pursuant to Section 5(a)(i)paragraph (i) above and to receive the payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Company Pledgor to exercise the voting and other consensual rights that it which they would otherwise be entitled to exercise pursuant to Section 5(a)(i5.01(a)(i) will and to receive the payments which they would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall cease, immediately upon written notice given by Investor to the Company with respect to the exercise of such rights, and upon the giving of such notice, all such rights will shall thereupon become vested in Investorthe Secured Party or its nominee, which willat the direction of Secured Party, to any extent permitted by applicable law, who shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of the Company to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(a)(ii) will cease, and all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to receive and hold as Collateral such dividends and interest paymentsdistributions with respect to the Collateral. (iiiii) All dividends and interest payments that distributions which are received by the Company Pledgor or contrary to the provisions of paragraph (i) of this Section 5(b)(ii5.01(b) will shall be received in trust for the benefit of Investorthe Secured Party, will shall be segregated from other funds of the Company Pledgor and will shall be forthwith paid over to Investor the Secured Party as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Distributions. (ai) So long as no Event of Default Until the Security has become enforceable, the Chargor shall have occurred and be continuingentitled to: (iA) The Company will be entitled to receive and retain all Dividends paid on or derived from the Shares; and (B) exercise any and all or direct the exercise of the voting rights and other consensual rights of a unit holder or other equity holder pertaining and powers attached to the Collateral Shares in any manner as it sees fit other than in a manner which: (1) is in breach of any Loan Document or any part thereof for any purpose not inconsistent with which may adversely affect the terms validity or enforceability of this Agreement; provided, however, that the Company will refrain from exercising any such right if, in Investor's reasonable judgment, such action would have a material adverse effect on Security or the value of the Collateral Shares; or (2) would cause the Chargee or its nominee to incur any part thereofcost or expense or render itself subject to any liability for which it has not previously been indemnified to its satisfaction or would otherwise prejudice the Chargee. (ii) The Company will After an Event of Default has occurred and is continuing: (A) the Chargee or the Receiver shall be entitled but not obliged to transfer the Shares on behalf of the Chargor to such nominee as the Chargee shall select; (B) the Chargee or the Receiver shall be entitled but not obliged to receive and retain all Dividends and apply the same in accordance with Clause 7.1 (Application); and (C) the Chargee or the Receiver shall be entitled but not obliged to exercise any voting rights and any other rights and powers attached to any Share in such manner as it considers fit as if it were the sole beneficial owner of the that Share (including all dividendspowers given to trustees under Part II of the Trustee Act 2000); and (D) the Chargor shall comply, distributions (whether in respect or procure the compliance, with any directions of income, capital the Chargee or otherwise) and interest paid any Receiver in respect of the Collateral; provided, however, that exercise of any rights and all dividends, distributions (whether powers exercisable in respect of income, capital or otherwise) 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 Collateral will be, and will be forthwith delivered to Investor to hold as, Collateral and will, if received by the Company, be received in trust for the benefit of Investor, be segregated from the other property or funds of the Company, and be forthwith delivered to Investor as Collateral in the same form as so received (with any necessary endorsement). The Company will, upon request by Investor, promptly execute such documents and do such acts as may be necessary or advisable in the reasonable judgment of Investor to give effect relation to the provisions of this paragraphCharged Assets. (iii) Investor will execute and deliver (or cause to be executed and delivered) to the Company all such proxies and other instruments as the Company may reasonably request for the purpose of enabling the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Section 5(a)(i). (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Company to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5(a)(i) will cease, immediately upon written notice given by Investor to the Company with respect to the exercise of such rights, and upon the giving of such notice, all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of the Company to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(a)(ii) will cease, and all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to receive and hold as Collateral such dividends and interest payments. (iii) All dividends and interest payments that are received by the Company contrary to the provisions of Section 5(b)(ii) will be received in trust for the benefit of Investor, will be segregated from other funds of the Company and will be forthwith paid over to Investor as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Distributions. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Company will be entitled , the Pledgor shall have the right to exercise any and all voting voting, consensual and other consensual rights powers of a unit holder or other equity holder ownership pertaining to the Collateral or Pledged Property; provided, that the Pledgor agrees that it will not vote any part thereof for of the Pledged Property in any purpose not manner that is inconsistent with the terms of this Agreement; provided, howeverthe Participation Agreement, that the Company will refrain from exercising any such right if, in Investor's reasonable judgment, such action would have a material adverse effect on the value of the Collateral Note or any part thereof. (ii) The Company will be entitled to receive other Operative Document; and retain any and all dividends, distributions (whether in respect of income, capital or otherwise) and interest paid in respect of the Collateral; provided, however, that any and all dividends, distributions (whether in respect of income, capital or otherwise) 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 Collateral will be, and will be forthwith delivered to Investor to hold as, Collateral and will, if received by the Company, be received in trust for the benefit of Investor, be segregated from the other property or funds of the Company, and be forthwith delivered to Investor as Collateral in the same form as so received (with any necessary endorsement). The Company will, upon request by Investor, promptly execute such documents and do such acts as may be necessary or advisable in the reasonable judgment of Investor to give effect to the provisions of this paragraph. (iii) Investor will Securities Intermediary shall execute and deliver (to the Pledgor or cause to be executed and delivered) delivered to the Company Pledgor all such proxies proxies, powers of attorney and other instruments orders, and all such instruments, without recourse, as the Company Pledgor may reasonably request for the purpose of enabling the Company Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to this Section 5(a)(i)5.4. (b) Upon the occurrence Any principal of and during the continuance of an Event of Default: (i) All rights of the Company to exercise the voting interest on, and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5(a)(i) will cease, immediately upon written notice given by Investor to the Company any dividends or distributions with respect to the exercise of to, any Pledged Property (such rightsprincipal, and upon the giving of such noticeinterest, all such rights will thereupon become vested in Investor, which will, to any extent permitted by applicable law, thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of the Company to receive the dividends and interest payments distributions which it would otherwise be authorized the Pledgor is entitled to receive and retain pursuant under this clause being herein called "Distributions"), shall be paid directly to Section 5(a)(ii) will ceasethe Securities Intermediary, retained by it and all such rights will thereupon become vested deposited into the Collateral Account as additional Pledged Property, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in Investorwriting, which will, the Pledgor agrees to any extent permitted by applicable law, thereupon have execute and deliver to the sole right Securities Intermediary appropriate orders and documents to receive and hold as Collateral such dividends and interest payments. (iii) All dividends and interest payments that are received by the Company contrary to effectuate the provisions of Section 5(b)(ii) will be received in trust for the benefit of Investor, will be segregated from other funds of the Company and will be forthwith paid over to Investor as Collateral in the same form as so received this clause (with any necessary endorsementb).