Common use of Dividend and Voting Rights Clause in Contracts

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VXI, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions Distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution Distribution paid prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred Transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared Distribution authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares have been Transferred or shall have been deemed transferred to be Transferred to the Charitable TrusteeTrust, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred Transferred to the Charitable Trustee and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVI, until the Trust Corporation has received notification that Equity Shares have been deemed transferred Transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 8.3(e)). Any dividend or other distribution paid prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article VVIII, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share stock transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies proxies, and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or distribution to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VNINTH, until the Trust Corporation has received notification that Equity Shares shares of Capital Stock have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee shall be paid by such the Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions other distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares of Capital Stock held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole and absolute discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiaryvote; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVII, until the Trust Corporation has received notification that Equity Shares shares of Capital Stock have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share stock transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares shares of Series A Preferred Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust Corporation that Equity Shares the shares of Series A Preferred Stock have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or other distribution to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares the shares of Series A Preferred Stock have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole and absolute discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Series A Preferred Stock have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VSection 9, until the Trust Corporation has received notification that Equity Shares shares of Series A Preferred Stock have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 5.3.5). Any dividend or other distribution paid with respect to any Equity Shares which constituted Excess Shares at such time and prior to the discovery by the Trust that Equity Shares have having been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid with respect to such Equity Shares shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior with respect to the discovery by the Trust that such Equity Shares have been deemed transferred at any time such Equity Shares constituted Excess Shares with respect to the Charitable Trustee such Prohibited Owner and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 8.3(e)). Any dividend or other distribution paid prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; providedPROVIDED, howeverHOWEVER, that if the Trust Company has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article VVIII, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share stock transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies proxies, and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVII, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 5.3(e). Any dividend or other distribution paid with respect to any Equity Shares which constituted Excess Shares at such time and prior to the discovery by the Trust that Equity Shares have having been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid with respect to such Equity Shares shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior with respect to the discovery by the Trust that such Equity Shares have been deemed transferred at any time such Equity Shares constituted Excess Shares with respect to the Charitable Trustee such Prohibited Owner and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Series D Preferred Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior with respect to Series D Preferred Shares after the time that such Series D Preferred Shares have been transferred to the Trustee but before the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee Company of such transfer shall be paid by such the Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Series D Preferred Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Series D Preferred Shares have been deemed transferred to the Charitable Trustee (but only votes cast with respect to such transferred Series D Preferred Shares) and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VSection 17.6, until the Trust Company has received notification that Equity Series D Preferred Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions Distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution Distribution paid prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred Transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or other Distribution to the Charitable Trustee upon demand and any dividend or other distribution declared Distribution authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares have been deemed transferred Transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred Transferred to the Charitable Trustee and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVI, until the Trust Corporation has received notification that Equity Shares have been deemed transferred Transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder Stockholder records for purposes of preparing lists of shareholders Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersStockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Trust Company that Equity the Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares by the Prohibited Owner to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights (whether arising hereunder or under the Act) with respect to shares Shares held in the Charitable Trust and and, subject to applicable law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i1) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity the Shares have been deemed transferred to the Charitable Trustee and (ii2) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust limited liability company action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article V3, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share Share transfer and other shareholder records Member records, including its Register for purposes of preparing lists of shareholders Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersMembers.

Dividend and Voting Rights. The Charitable Disposition Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Disposition Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity the Shares have been deemed transferred to the Charitable Disposition Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or distribution to the Charitable Disposition Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Disposition Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Disposition Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Disposition Trust and and, effective as of the date that Equity the Shares have been deemed transferred to the Charitable TrusteeDisposition Trust, the Charitable Disposition Trustee shall have the authority (at the Charitable Disposition Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity the Shares have been deemed transferred to the Charitable Trustee Disposition Trust and (ii) to recast such vote in accordance with the desires of the Charitable Disposition Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust actionaction pursuant to such vote, then the Charitable Disposition Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VSection 10, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Disposition Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by XXXX that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or distribution to the Charitable Trustee upon demand demand, and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable TrusteeTrust, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by XXXX that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee Trust and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust XXXX has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VXII, until the Trust XXXX has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust NXDT shall be entitled to rely on its share transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VXI, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share transfer Transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 13.3(e)). Any dividend or other distribution paid with respect to any Shares which constituted Excess Shares at such time and prior to the discovery by the Trust that Equity Shares have having been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid with respect to such Shares shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior with respect to the discovery by the Trust that Equity such Shares have been deemed transferred at any time such Shares constituted Excess Shares with respect to the Charitable Trustee such Prohibited Owner and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust actionaction based on a vote at a shareholders meeting, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article VXIII, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by LCC Corporation that the Trust that Equity Shares shares of Capital Stock have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares shares of Capital Stock by the Prohibited Owner to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or other distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to applicable law, effective as of the date that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable TrusteeTrust, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by LCC Corporation that the Trust that Equity Shares shares of Capital Stock have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust LCC Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VSchedule, until the Trust LCC Corporation has received notification that Equity Shares shares of Capital Stock have been deemed transferred into a Charitable Trust, the Trust LCC Corporation shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable BeneficiaryBeneficiary (except to the extent otherwise provided in Section 8.3(e)). Any dividend or other distribution paid prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee by the Prohibited Owner upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority power to rescind and recast such vote. Notwithstanding the provisions of this Article VVIII, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share stock transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies proxies, and otherwise conducting votes of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by NXDT that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or distribution to the Charitable Trustee upon demand demand, and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable TrusteeTrust, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by NXDT that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee Trust and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust NXDT has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VXII, until the Trust NXDT has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust NXDT shall be entitled to rely on its share transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions Distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution Distribution paid prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or other Distribution to the Charitable Trustee upon demand and any dividend or other distribution declared Distribution authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVI, until the Trust Corporation has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder Stockholder records for purposes of preparing lists of shareholders Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersStockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVII, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred Transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or other distribution to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or other distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity Shares have been deemed transferred Transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred Transferred to the Charitable Trustee and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VSection 6.9, until the Trust has received notification that Equity Shares have been deemed transferred Transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders shareholder entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersshareholder.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by NHF that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by the recipient of such Prohibited Owner with respect to such Equity Shares dividend or distribution to the Charitable Trustee upon demand demand, and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Delaware law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable TrusteeTrust, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by NHF that the Trust that Equity Shares have been deemed transferred to the Charitable Trustee Trust and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust NHF has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VXII, until the Trust NHF has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust NHF shall be entitled to rely on its share transfer and other shareholder Shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes and determining the other rights of shareholdersShareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions Distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution Distribution paid prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared Distribution authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions other Distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and and, subject to Maryland law, effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VVII, until the Trust Corporation has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder stockholder records for purposes of preparing lists of shareholders stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersstockholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Trust Company that Equity the Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares by the Prohibited Owner to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights (whether arising hereunder or under the Act) with respect to shares Shares held in the Charitable Trust and and, subject to applicable law, effective as of the date that Equity the Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i1) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Company that Equity the Shares have been deemed transferred to the Charitable Trustee and (ii2) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Company has already taken irreversible trust limited liability company action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VIII, until the Trust Company has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust Company shall be entitled to rely on its share Share transfer and other shareholder records Member records, including its Register for purposes of preparing lists of shareholders Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersMembers.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (ia) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (iib) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares shares of Capital Stock by the Prohibited Owner to the Charitable Trustee upon demand and any dividend or other distribution declared authorized but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends dividend or distributions distribution so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and and, subject to the Act, effective as of the date that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's ’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust Corporation that Equity Shares the shares of Capital Stock have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust Corporation has already taken irreversible trust corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VIV, until the Trust Corporation has received notification that Equity Shares shares of Capital Stock have been deemed transferred into a Charitable Trust, the Trust Corporation shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholders.

Dividend and Voting Rights. The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Equity Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other distribution paid prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee shall be paid by such Prohibited Owner with respect to such Equity Shares to the Charitable Trustee upon demand and any dividend or other distribution declared but unpaid shall be paid by the Trust when due to the Charitable Trustee. Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares Shares held in the Charitable Trust and effective as of the date that Equity Shares have been deemed transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee's sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Equity Shares have been deemed transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible trust action, then the Charitable Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article V, until the Trust has received notification that Equity Shares have been deemed transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of shareholders Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of shareholdersShareholders.