Common use of Income and Voting Rights in Collateral Clause in Contracts

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends ordinary cash dividends or interest)) of the Collateral, and Pledgor shall take all such action as Secured Party shall deem reasonably necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer the General Partner of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder all proceeds (including Cash Dividends) of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of the Collateral Agent and Secured Party and, if Secured Party the Collateral Agent so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, the Collateral Agent be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement). The Collateral Agent is hereby authorized and instructed to pay to the Secured Party any and all Cash Dividends received by it hereunder as Collateral to be used by the Secured Party toward satisfaction of Pledgor’s obligations under Section 7.4 of the Stock Purchase Agreement. (b) Unless an Acceleration Event of Default shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) Collateral. If an Acceleration Event of Default shall have occurred and be continuing, Secured Party the Collateral Agent shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Except as otherwise provided by the terms of the Confirmation, including with respect to Extraordinary Cash Dividends, Secured Party shall have the right to receive and retain as Collateral hereunder hereunder, (i) all proceeds (other than interest received from cash or Government Securities substituted in accordance with Section 5(i) herein) of the Collateral and (ii) upon the occurrence and during the continuance of an Event of Default or Termination Event, all proceeds of the Collateral Collateral, including without limitation all proceeds consisting of interest received from cash or Government Securities substituted in accordance with Section 5(i) herein (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directsdirects (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of an Event of Default or Termination Event), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured PartyParty (but only, in the case of Dividend Proceeds, during the continuance of an Event of Default or Termination Event), be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of an Event of Default or Termination Event. For the avoidance of doubt, upon payment by Pledgor to Secured Party of any Extraordinary Cash Dividends pursuant to the terms of the Confirmation, such Extraordinary Cash Dividends shall not be retained as and shall not constitute Collateral. (b) Unless an Acceleration Event of Default or Termination Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred shall promptly execute and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications ratifications, waivers and waivers other documents and instruments in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified nominee, (which, in such request and respect of Collateral that is registered in the name of Secured Party or its nominee, whether certificated or otherwise, shall be in form and substance reasonably satisfactory to the Pledgor) and the Secured PartyParty shall cooperate and provide such other assistance and take such other actions as may be reasonably requested by the Pledgor in connection therewith. (c) If an Acceleration Event of Default or Termination Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interest) of the Collateral and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of the Collateral (excluding Collateral, including without limitation all proceeds consisting of Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interestinterest (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directsdirects (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Default Event), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured PartyParty (but only, in the case of Dividend Proceeds, during the continuance of a Default Event), be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of a Default Event. (b) Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Default Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration a Default Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have On or after the right to receive date hereof, all cash and retain as Collateral hereunder all non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends or interest)any dividends, interest and Pledgor other distributions on the Collateral received by Secured Party, shall take all such action as be credited to the Collateral Account, subject to the Lien created hereunder. (b) Unless a Default Event shall have occurred and be continuing, Secured Party shall deem necessary instruct the Custodian to release to Pledgor from the Collateral Account any cash dividends or appropriate distributions denominated in USD to give effect the extent (but only to the extent) not required to be paid by Pledgor to Secured Party pursuant to “Dividends” in the Confirmation, and such right. All cash dividends or distributions shall be released from the Security Interests hereunder upon such release from the Collateral Account. (c) Any proceeds of the Collateral that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directsParty, shall be segregated from other funds property of Pledgor and shall, forthwith upon demand by Secured Party, shall immediately be delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement). (bd) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the sole right, at any time and from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))any Collateral, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuingPledgor, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (any Collateral, excluding Ordinary Cash Dividends but any Excluded Proceeds; provided that Secured Party shall have such right with respect to any and all proceeds, including, without limitation, Extraordinary Cash Dividends or interestany Excluded Proceeds, after the occurrence and during the continuance of a Default Event (such proceeds as Secured Party shall have the right to receive and retain at any time, "RETAINED PROCEEDS"), and Pledgor shall take all such action as Secured Party shall deem reasonably necessary or appropriate to give effect to such right. All such proceeds Retained Proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). To the extent any Extraordinary Dividend is paid by the Issuer and received and held by Secured Party as Retained Proceeds hereunder, Secured Party shall, at Pledgor's direction, deliver such Extraordinary Dividend on Pledgor's behalf, free of the Security Interests, to Secured Party in satisfaction of Pledgor's payment obligation in respect of such Extraordinary Dividends under the Confirmation. (b) Unless an Acceleration Event Secured Party shall have occurred and provide, or shall cause to be continuingprovided, Pledgor shall have the right, from time to timein accordance with its normal procedures for securities held in street name, to vote Uniserv (before, on or after the Novation Date) copies of all notices furnished to it as record owner of the Share Collateral and to shall vote, give consents, ratifications and waivers with respect to or otherwise exercise any other rights of the holder of the Share Collateral (other than Collateral that has been rehypothecated as directed by Uniserv. Secured Party pursuant shall retain, or shall cause to Section 5(i))be retained, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect the originals of any of notices received from the Collateral that is registered, or held through a securities intermediary, in Issuer under the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured PartyShares. (c) If an Acceleration a Default Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral (other than the Share collateral) with the same force and effect as if Secured Party were the absolute and sole owner thereof. (d) Secured Party shall, to the extent received by Secured Party, execute and deliver to Uniserv (before, on or after the Novation Date), or cause to be executed and delivered to Uniserv (before, on or after the Novation Date), all such proxies, powers of attorney, and other instruments as Uniserv (before, on or after the Novation Date) may reasonably request for the purpose of enabling Uniserv (before, on or after the Novation Date) to exercise voting, consensual and/or other rights and powers it is entitled to exercise pursuant to paragraph (b) above.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends ordinary cash dividends or interest)) of the Collateral, and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i5(h)), ) and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of Pledgor or, if Pledgor is not a natural person, an Authorized Officer of Pledgor stating that no Acceleration Default Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration a Default Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all cash and non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interestany dividends, interest and other distributions on the Collateral) (collectively, “Dividend Proceeds”), and Pledgor which proceeds shall take all be delivered to the Custodian for crediting to the Collateral Account subject to the lien created hereunder, or, if the Collateral Shares have been Rehypothecated, Secured Party will deliver to the Custodian, to be credited to the Collateral Account, the amount that would have been received by Secured Party or the Custodian in respect of such action as Rehypothecated Collateral Shares but for such Rehypothecation by Secured Party. Secured Party shall deem necessary authorize and direct Custodian to pay over, or appropriate cause to give effect be paid over, to Pledgor following written request by Pledgor, any cash or non-cash dividend or distribution made in respect of the Collateral actually received by or on behalf of Secured Party (or, if the Collateral Shares have been Rehypothecated, delivered by Secured Party to the Custodian and credited to the Collateral Account), unless (i) a Potential Event, (ii) a Default Event or (iii) an Early Termination Date has occurred or been designated as a result of such righta Default Event, and Xxxxxxx agrees to receive such cash or non-cash dividend or distribution. For the avoidance of doubt, Secured Party shall retain as Collateral any dividend or other distribution in respect of the Collateral (x) whose receipt relates to a Potential Adjustment Event, or (y) that is made in connection with a Merger Event and/or a Tender Offer. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, and shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, shall be immediately delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or in such other manner as Secured Party may instruct (with any necessary endorsement). (b) Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than any Collateral Shares that has have been rehypothecated by Secured Party pursuant to Section 5(i))Rehypothecated (such Collateral, “Rehypothecated Collateral Shares”) as of the record date or deadline for such vote, consent or other action) for any purpose not inconsistent with the Confirmation or this Agreement, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Default Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If Unless an Acceleration Event shall have of Default with respect to Pledgor as the Defaulting Party has occurred and be continuingis continuing or an Early Termination Date has been designated by Secured Party as a result of such Event of Default, Secured Party shall have the rightpay over, or cause to be paid over, to the extent permitted by lawCollateral Account any Manufactured Dividend (defined below). For the avoidance of doubt, subject to Section 5(j) of this Agreement, any and all amounts paid or credited to the Collateral Account or Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action (including with respect to dividends or distributions) shall be net of any or all applicable withholding Taxes, including Taxes withheld under 871(m) of the Collateral with Code or any other similar provision of applicable non-U.S. law. Secured Party shall notify Pledgor of any such Taxes when the same force and effect as if shall become known to Secured Party. “Manufactured Dividend” shall mean the amount of any cash dividend or distribution made in respect of the Shares that have been Rehypothecated, after netting any applicable withholding or similar Taxes (including any such Taxes that would apply to (i) such dividend or distribution deemed received by Secured Party were and (ii) the absolute further payment of such amount representing economic entitlement to such dividend or distribution (after netting any withholding or similar Taxes in (i)) by Secured Party to Pledgor); and sole owner thereoffor the avoidance of doubt, any such Tax shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Agreement. For the avoidance of doubt, any Manufactured Dividend that is not paid over to Secured Party during the continuance of any Event of Default shall constitute Collateral and be subject to return pursuant to and in accordance with Section 10 of this Agreement.

Income and Voting Rights in Collateral. (a) Secured The Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, any Extraordinary Cash Dividends or interestDividend (other than any Extraordinary Dividend in respect of Class A Shares constituting Collateral, which Extraordinary Dividend shall be promptly remitted to the Collateral Agent if not otherwise promptly paid to Party A) and interest (such proceeds as the Collateral Agent, as agent for and for the benefit of Party A, shall have the right to receive and retain at any time, “Retained Proceeds”), and Pledgor Party B shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds Retained Proceeds that are received by Pledgor Party B shall be received in trust by the Collateral Agent, as agent for and for the benefit of Secured Party A, and, if Secured the Collateral Agent or Party A so directs, shall be segregated from other funds of Pledgor Party B and shall, forthwith upon demand by Secured PartyParty A, be delivered over to the Custodian on behalf Collateral Agent, as agent for and for the benefit of Secured Party A, as Collateral in the same form as received (with any necessary endorsement). Notwithstanding anything herein to the contrary, Party B shall have the right with respect to each dividend or distribution on the Collateral to direct the Collateral Agent, as agent for and for the benefit of Party A, to deliver the Retained Proceeds related to such dividend or distribution to Party A in satisfaction of Party B’s obligation to make delivery or payment to Party A as described in the provision opposite the caption “Payment Obligation in Respect of Extraordinary Dividends. (b) ” Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor Party B shall have the right, from time to time, to vote exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers waivers, and to take any other action with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor any or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any all of the Collateral that is registered, or held through Collateral. If a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Default Event shall have occurred and be continuing, Secured Party A shall have the right, to the extent permitted by law, and Pledgor Party B shall take all such action as may be necessary or appropriate to give effect to such right, to vote instruct the Collateral Agent to exercise all voting rights, including all special governance rights granted under the Certificate of Incorporation in respect of the Collateral, and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) The Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as the Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds proceeds, including, without limitation, all dividends and other payments and distributions that are received by Pledgor Pledgor, shall be received in trust for the benefit of the Secured Party and, if the Secured Party so directs, directs shall be segregated from other funds of Pledgor and shall, forthwith upon demand by the Secured Party, Party be delivered paid over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event of Default shall have occurred and be continuingoccurred, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and the Secured Party shall, upon receiving a written request from Pledgor Pledgor, accompanied by a certificate of an Authorized Officer of the Pledgor stating that no Acceleration Event of Default has occurred and is continuing, deliver to Pledgor Pledgor, or as specified in such request request, such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee nominee, as shall be specified in such request request, and shall be in form and substance satisfactory to the Secured Party. (c) If an Acceleration Event of Default shall have occurred and be continuingoccurred, the Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if the Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have On or after the right to receive date hereof, all cash and retain as Collateral hereunder all non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends any dividends, interest and other distributions on the Collateral, received by Secured Party or interest)the Custodian shall be credited to the Collateral Account, and subject to the Lien created hereunder. (b) If Pledgor shall take all be obligated under the PPV Transaction Documents to deliver or pay any dividends, interest, or other distributions to Secured Party, then if and to the extent that such action as dividends, interest, or other distributions are credited to and remain in the Collateral Account and unless Pledgor shall have otherwise satisfied such obligation, Secured Party shall deem necessary be entitled to direct the Custodian to pay or appropriate deliver to give effect or as directed by Secured Party from the Collateral Account such dividends, interest, or other distributions and apply such dividends, interest, or other distributions in satisfaction of such obligation of Pledgor. (c) Unless a Default Event, Event of Default or a Potential Event of Default (as defined in the PPV Transaction Documents) shall have occurred and be continuing, Secured Party shall direct the Custodian to pay to Pledgor from the Collateral Account any cash distributions on the Shares credited to the Collateral Account to the extent any excess remains after Pledgor has satisfied its obligations under the PPV Transaction Documents to pay amounts in respect of such rightcash distributions to Secured Party. All Unless a Default Event, Event of Default or Potential Event of Default shall have occurred and be continuing, Secured Party shall direct the Custodian to deliver to Pledgor from the Collateral Account any non-cash distributions on the Shares (other than any such non-cash distribution of Shares or that constitutes a Spin-off (as defined in the PPV Confirmation)) credited to the Collateral Account to the extent Pledgor has satisfied its obligations under the PPV Transaction Documents to deliver amounts or assets in respect of such distributions to Secured Party. If an Event of Default has occurred and is continuing, unless Secured Party shall have declared an Early Termination Date (as defined in the PPV Transaction Documents) within 60 days of Pledgor’s notice to Secured Party of the occurrence of such Event of Default, such Event of Default shall be deemed to have been permanently waived by the Secured Party solely for purposes of this Section 6(c). (d) Any proceeds of the Collateral that are received by Pledgor contrary to the provisions of this Pledge Agreement shall be received in trust for the benefit of Secured Party and, if Secured Party so directsParty, shall be segregated from other funds property of Pledgor and shall, forthwith upon demand by Secured Party, shall immediately be delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement). (be) Unless an Acceleration a Default Event shall have occurred and be continuing, (i) Pledgor shall have the exclusive right, from time to time, to vote and to give all consents, ratifications and waivers with respect to the Collateral and (other than Collateral that has been rehypothecated by ii) Secured Party pursuant shall not instruct the Custodian with respect to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of voting any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured PartyCollateral. (cf) If an Acceleration a Default Event shall have occurred and be continuing, continuing Secured Party shall have the right, to the extent permitted by lawlaw and subject to the limitations set forth below in Section 7(b), (i) to deliver to the Custodian a written notice of the occurrence and Pledgor continuance of such Default Event (provided that Secured Party shall take all promptly rescind any such action as may notice if such Default Event ceases to be necessary or appropriate to give effect to continuing) and (ii) while such rightnotice is effective, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than interest, or dividends or distributions that are not extraordinary dividends or distributions) of the Collateral and (ii) upon the occurrence and during the continuance of an Acceleration Event, all proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends interest, or interestdividends or distributions that are not extraordinary dividends or distributions ("DIVIDEND PROCEEDS"), and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of the Collateral Agent and Secured Party and, if Secured Party the Collateral Agent so directsdirects (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of an Acceleration Event), shall be segregated from other funds of Parent or Pledgor and shall, forthwith upon demand by Secured Partythe Collateral Agent (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of an Acceleration Event), be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement). The Collateral Agent shall pay or deliver over to Pledgor any proceeds of any Collateral that the Collateral Agent receives but does not have the right to retain hereunder. After all Acceleration Events have been cured, the Collateral Agent's right to retain Dividend Proceeds under this Section 7(a) shall cease and the Collateral Agent shall pay or deliver over to Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of an Acceleration Event. (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party the Collateral Agent pursuant to Section 5(i6(i)), and Secured Party the Collateral Agent shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.upon

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have On or after the right to receive date hereof, all cash and retain as Collateral hereunder all non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends any dividends, interest and other distributions on the Collateral, received by Secured Party or interest)the Custodian shall be credited to the Collateral Account, and subject to the Lien created hereunder. (b) If Pledgor shall take all be obligated under the Collar Transaction Documents to deliver or pay any dividends, interest, or other distributions to Secured Party, then if and to the extent that such action as dividends, interest, or other distributions are credited to and remain in the Collateral Account and unless Pledgor shall have otherwise satisfied such obligation, Secured Party shall deem necessary be entitled to direct the Custodian to pay or appropriate deliver to give effect or as directed by Secured Party from the Collateral Account such dividends, interest, or other distributions and apply such dividends, interest, or other distributions in satisfaction of such obligation of Pledgor. (c) Unless a Default Event, Event of Default or a Potential Event of Default (as defined in the Collar Transaction Documents) shall have occurred and be continuing, Secured Party shall direct the Custodian to pay to Pledgor from the Collateral Account any cash distributions on the Shares credited to the Collateral Account to the extent any excess remains after Pledgor has satisfied its obligations under the Collar Transaction Documents to pay amounts in respect of such rightcash distributions to Secured Party. All Unless a Default Event, Event of Default or Potential Event of Default shall have occurred and be continuing, Secured Party shall direct the Custodian to deliver to Pledgor from the Collateral Account any non-cash distributions on the Shares (other than any such non-cash distribution of Shares or that constitutes a Spin-off (as defined in the Collar Confirmation)) credited to the Collateral Account to the extent Pledgor has satisfied its obligations under the Collar Transaction Documents to deliver amounts or assets in respect of such distributions to Secured Party. If an Event of Default has occurred and is continuing, unless Secured Party shall have declared an Early Termination Date (as defined in the Collar Transaction Documents) within 60 days of Pledgor’s notice to Secured Party of the occurrence of such Event of Default, such Event of Default shall be deemed to have been permanently waived by the Secured Party solely for purposes of this Section 6(c). (d) Any proceeds of the Collateral that are received by Pledgor contrary to the provisions of this Pledge Agreement shall be received in trust for the benefit of Secured Party and, if Secured Party so directsParty, shall be segregated from other funds property of Pledgor and shall, forthwith upon demand by Secured Party, shall immediately be delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement). (be) Unless an Acceleration a Default Event shall have occurred and be continuing, (i) Pledgor shall have the exclusive right, from time to time, to vote and to give all consents, ratifications and waivers with respect to the Collateral and (other than Collateral that has been rehypothecated by ii) Secured Party pursuant shall not instruct the Custodian with respect to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of voting any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured PartyCollateral. (cf) If an Acceleration a Default Event shall have occurred and be continuing, continuing Secured Party shall have the right, to the extent permitted by lawlaw and subject to the limitations set forth below in Section 7(b), (i) to deliver to the Custodian a written notice of the occurrence and Pledgor continuance of such Default Event (provided that Secured Party shall take all promptly rescind any such action as may notice if such Default Event ceases to be necessary or appropriate to give effect to continuing) and (ii) while such rightnotice is effective, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) For so long as no Default Event shall have occurred and be continuing, Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral provided that the Pledgor shall be entitled to receive and retain any dividends, interest and other distributions that it is entitled to receive as holder of the Shares and if and when such dividends, interest and other distributions do not or no longer constitute (excluding Ordinary Cash Dividends but as applicable) Restricted Payments that would be prohibited by Section 7.06 of the Credit Agreement if such dividends, interest and other distributions were to be distributed in respect of the equity interests in Pledgor, such dividends, interests and other distributions shall, thereupon, be free and clear of all Liens created hereunder. If a Default Event shall have occurred and be continuing, Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds (including, without limitation, Extraordinary Cash Dividends or interest)any dividends, interest and other distributions) of the Collateral, and Pledgor shall in each case take all such action as Secured Party shall reasonably deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor contrary to the provisions of this Pledge Agreement shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration . Notwithstanding the foregoing, if Pledgor shall be required under the Collar Transaction Documents to deliver any dividend or other distribution to Secured Party, then if and to the extent that such dividend or other distribution is received into or credited to the Collateral Account, Pledgor may instruct Secured Party to satisfy Pledgor’s obligation to pay or deliver such dividend or other distribution to Secured Party pursuant to the Collar Transaction Documents by applying such dividend or distribution to such obligation. Otherwise, so long as no Default Event shall have occurred and be continuing, Secured Party shall promptly deliver over to Pledgor any dividends, interest and other distributions received in or credited to the Collateral Account. (b) At all times prior to the disposition of any Shares by the Secured Party pursuant to Section 7 hereof, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than for all purposes, provided that the Pledgor agrees that the Pledgor will not vote the Shares in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any Collateral that has been rehypothecated by Transaction Document or would reasonably be expected to have a material adverse effect on the value of the Shares or the Secured Party’s interest therein. For the avoidance of doubt, the Secured Party shall have no voting rights with respect to the Shares, except to the extent that the Secured Party buys any Shares in a sale or other disposition made pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party7. (c) If an Acceleration a Default Event shall have occurred and be continuing, all proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party, shall be segregated from other property of Pledgor and shall immediately be delivered over to Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with in the same force and effect form as if Secured Party were the absolute and sole owner thereofreceived (with any necessary endorsement).

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends ordinary cash dividends or interest)) of the Collateral, and Pledgor shall take all such action as Secured Party shall deem reasonably necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have On or after the right to receive date hereof, all cash and retain as Collateral hereunder all non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends any dividends, interest and other distributions on the Collateral received by Secured Party or interest)the Custodian, shall be credited to the Collateral Account, subject to the Lien created hereunder. (b) Unless a Default Event shall have occurred and Pledgor shall take all such action as be continuing, Secured Party shall deem necessary instruct the Custodian to release to Pledgor from the Collateral Account any cash dividends or appropriate distributions to give effect the extent (but only to the extent) not required to be paid by Pledgor to Secured Party pursuant to “Dividends” in the Confirmation, and such rightcash dividends or distributions shall be released from the Security Interests hereunder upon such release from the Collateral Account. All The portion of such dividends or distributions, to the extent required to be paid by Pledgor to Secured Party pursuant to “Dividends” in the Confirmation, shall be paid to Secured Party from the Collateral Account in accordance with Section 5(g) above. (c) Any proceeds of the Collateral that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directsParty, shall be segregated from other funds property of Pledgor and shall, forthwith upon demand by Secured Party, shall immediately be delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement). (bd) Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor shall have the sole right, at any time and from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))any Collateral, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuingPledgor, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Partycustomary for such proxy, power of attorney, consent, ratification or waiver, as applicable. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have On or after the right to receive date hereof, all cash and retain as Collateral hereunder all non-cash proceeds of the Collateral (excluding Ordinary Cash Dividends but Collateral, including, without limitation, Extraordinary Cash Dividends any dividends, interest and other distributions on the Collateral (in each case, net of any applicable withholding taxes withheld by the Issuer or interestany other applicable withholding agent), received by Secured Party or the Custodian shall be credited to the Collateral Account, subject to the Lien created hereunder. Secured Party and Custodian will use commercially reasonable efforts to reduce or eliminate the amount of any such withholding taxes withheld by the Issuer or any other applicable withholding agent; provided that it does not result in unreimbursed cost. (b) Unless a Default Event shall have occurred and be continuing or would occur as a result of payment to Pledgor shall take all such action as pursuant to this provision, Secured Party shall deem necessary direct the Custodian to pay to Pledgor from the Collateral Account any cash dividends or appropriate distributions credited to give effect the Collateral Account promptly upon receipt thereof, and such cash dividends or distributions shall be released from the Security Interests hereunder upon such payment. (c) If Pledgor shall be obligated under the Transaction Documents to deliver or pay any amounts equal to any dividends, interest or other distributions to Secured Party, then if and to the extent that such dividends, interest or other distributions are credited to and remain in the Collateral Account and unless Pledgor shall have otherwise satisfied such obligation, Secured Party shall be entitled to direct the Custodian to pay or deliver to or as directed by Secured Party from the Collateral Account such dividends, interest or other distributions and apply such dividends, interest or other distributions to such right. All such obligation of Pledgor. (d) Any proceeds of the Collateral that are received by Pledgor and that are entitled to be retained as Collateral by the Secured Party under this Pledge Agreement shall be received in trust for the benefit of Secured Party and, if Secured Party so directsParty, shall be segregated from other funds property of Pledgor and shall, forthwith upon demand by Secured Party, shall as soon as reasonably practicable be delivered over to the Custodian on behalf of Secured Party to be credited to the Collateral Account to be held as Collateral in the same form as received or otherwise delivered to Secured Party as Secured Party may instruct (with any necessary endorsement). (be) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the sole right, at any time and from time to time, to vote and to give consents, ratifications and waivers and exercise any similar rights with respect to the Shares constituting Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, the Custodian shall deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the such Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party Custodian or its nominee as shall be specified in the Pledgor may request for such request and shall be in form and substance satisfactory to Secured Partypurpose. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than Ordinary Dividends or interest ("Dividend Proceeds")) of the Collateral and (ii) upon the occurrence and during the continuance of an Event of Default, all proceeds of the Collateral (excluding Ordinary Cash Dividends but includingCollateral, including without limitation, Extraordinary Cash Dividends or interest)limitation all Dividend Proceeds, and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds (other than Dividend Proceeds received prior to the occurrence of an Event of Default) and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of the Collateral Agent and Secured Party and, if Secured Party the Collateral Agent so directsdirects (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of an Event of Default), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Partythe Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of an Event of Default), be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, the Collateral Agent's right to retain Dividend Proceeds under this Section 7(a) shall cease and the Collateral Agent shall pay over to Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of any such Event of Default. (b) Notwithstanding Section 7(a), upon receipt of any Extraordinary Dividend, the Collateral Agent shall deliver (and Pledgor hereby irrevocably instructs the Collateral Agent to deliver in satisfaction of Pledgor's obligation to pay or deliver the cash and/or other property distributed in such Extraordinary Dividend to Secured Party pursuant to Section 6.01(a)(B) of the Stock Purchase Agreement) to Secured Party the cash and/or other property distributed in such Extraordinary Dividend. (c) Unless an Acceleration Event of Default shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than any Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)the Collateral Agent), and Secured Party the Collateral Agent shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has of Default shall have occurred and is be continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party Collateral Agent or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Partythe Collateral Agent. (cd) If an Acceleration Event of Default shall have occurred and be continuing, Secured Party the Collateral Agent shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Party, be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.such

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral to hold hereunder (i) all proceeds of the Collateral (excluding Ordinary Cash Dividends but other than interest on the Notes paid after December 31, 2005 (the “Interest Proceeds”), which Secured Party shall, as soon as practicable, distribute or cause to be distributed to Pledgor) and (ii) upon the occurrence and during the continuance of a Default Event, all proceeds of the Collateral (including, without limitation, Extraordinary Cash Dividends or interest), Interest Proceeds) and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds (but only, in the case of Interest Proceeds, upon the occurrence and during the continuance of a Default Event) including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured PartyParty (but only, in the case of Interest Proceeds, during the continuance of a Default Event), be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Default Events have been cured, Secured Party’s right to retain Interest Proceeds in respect of the Collateral under this Section 6(a) shall cease and Secured Party shall, as soon as practicable, pay over to Pledgor any such Collateral consisting of Interest Proceeds retained during the continuance of a Default Event. (b) Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor shall shall, subject to the terms and conditions hereof, have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Default Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration a Default Event shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Collateral, including any Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest)Distributions in respect of the Collateral, and Pledgor the Pledgors shall take all such action as Secured Party shall deem necessary the Initial Banks or appropriate the Collateral Agent may reasonably request to give effect to such right. All such proceeds including, without limitation, all Cash Distributions and other payments and distributions in respect of the Collateral that are received by either Pledgor shall be received in trust for the benefit of Secured Party the Collateral Agent and the Banks and, if Secured Party the Collateral Agent so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Partythe Collateral Agent, be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement)) for deposit into the Cash Collateral Account. Any Cash Distribution deposited pursuant to this Section 6(a) shall, at the Pledgors’ written request, be withdrawn and applied to pay obligations under the ISDA Agreements or hereunder that are then due and payable; provided that after giving effect to such application of funds, the LtV shall be less than 50%. (b) Unless an Acceleration Event shall have occurred and be continuingoccurred, Pledgor the Pledgors shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and Secured Party the Collateral Agent shall, upon receiving a written request from Pledgor the Pledgors accompanied by a certificate of an Authorized Officer of Pledgor the Pledgors stating that no Acceleration Event has occurred and is continuingoccurred, deliver to the relevant Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party Collateral Agent or its nominee or sub-custodian as shall be specified in such request and shall be in form and substance reasonably satisfactory to Secured Party. the Collateral Agent; provided, however, that (ci) If an Acceleration Event the Collateral Agent shall have occurred and only be continuingrequired to deliver such proxies, Secured Party shall have the rightpowers of attorneys, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with waivers as have actually been received by it in respect to any or all of the Collateral with and (ii) the same force Collateral Agent shall only be required to make such deliveries as quickly as reasonably practicable after its receipt of the relevant documents and effect as if Secured Party were the absolute and sole owner thereofwritten request.

Income and Voting Rights in Collateral. (a) Secured Party CSCL shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (proceeds, excluding Ordinary Cash Dividends any Excluded Proceeds, but including, without limitation, any Extraordinary Cash Dividends or interestDividend in excess of the Ordinary Dividend Amount and interest of the Collateral; provided that CSCL shall have such right with respect to any and all proceeds, including without limitation any Excluded Proceeds, after the occurrence and during the continuance of a Default Event (such proceeds as CSCL shall have the right to receive and retain at any time, "Retained Proceeds"), and Pledgor Counterparty shall take all such action as Secured Party CSCL shall deem necessary or appropriate to give effect to such right. All such proceeds Retained Proceeds that are received by Pledgor Counterparty shall be received in trust for the benefit of Secured Party CSCL and, if Secured Party CSCL so directs, shall be segregated from other funds of Pledgor Counterparty and shall, forthwith upon demand by Secured PartyCSCL, be delivered over to the Custodian on behalf of Secured Party CSCL as Collateral in the same form as received (with any necessary endorsement). (b) . Unless an Acceleration a Default Event shall have occurred and be continuing, Pledgor Counterparty shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving Collateral. If a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Default Event shall have occurred and be continuing, Secured Party CSCL shall have the right, to the extent permitted by law, and Pledgor Counterparty shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party CSCL were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party shall have the right to receive and retain as Collateral hereunder (i) all proceeds (other than cash dividends that are Ordinary Dividends) of the Collateral and (ii) upon the occurrence and during the continuance of an Event of Default, all proceeds of the Collateral (excluding Collateral, including without limitation all proceeds consisting of Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interestinterest (“Dividend Proceeds”), and Pledgor shall take all such action as Secured Party shall deem necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of Secured Party and, if Secured Party so directsdirects (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of an Event of Default), shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured PartyParty (but only, in the case of Dividend Proceeds, during the continuance of an Event of Default), be delivered over to the Custodian on behalf of Secured Party as Collateral in the same form as received (with any necessary endorsement). After all Events of Default have been cured, Secured Party’s right to retain Dividend Proceeds in the Collateral Account under this Section 6(a) shall cease and Secured Party shall pay over to Pledgor out of the Collateral Account any such Collateral consisting of Dividend Proceeds retained in the Collateral Account during the continuance of an Event of Default. (b) Unless an Acceleration Event of Default shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)), and Secured Party shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event of Default has occurred and is continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Party. (c) If an Acceleration Event of Default shall have occurred and be continuing, Secured Party shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem in good faith as necessary or appropriate to give effect to such right. All such proceeds including, without limitation, all dividends and other payments and distributions that are received by Pledgor shall be received in trust for the benefit of the Collateral Agent and Secured Party and, if Secured Party the Collateral Agent so directs, shall be segregated from other funds of Pledgor and shall, forthwith upon demand by Secured Partythe Collateral Agent, be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement). (b) Notwithstanding Section 7(a), upon receipt of any Extraordinary Dividend, the Collateral Agent shall deliver (and Pledgor hereby irrevocably instructs the Collateral Agent to deliver in satisfaction of Pledgor's obligation to pay or deliver the cash and/or other property distributed in such Extraordinary Dividend to Secured Party pursuant to Section 6.01(a)(B) of the Stock Purchase Agreement) to Secured Party the cash and/or other property distributed in such Extraordinary Dividend. (c) Unless an Acceleration Event of Default shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than any Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i)the Collateral Agent), and Secured Party the Collateral Agent shall, upon receiving a written request from Pledgor accompanied by a certificate of an Authorized Officer of Pledgor stating that no Acceleration Event has of Default shall have occurred and is be continuing, deliver to Pledgor or as specified in such request such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party Collateral Agent or its nominee as shall be specified in such request and shall be in form and substance satisfactory to Secured Partythe Collateral Agent; PROVIDED, however, that (i) the Collateral Agent shall only be required to deliver such proxies, powers of attorneys, consents, ratifications and waivers as have actually been received by it in respect of the Collateral and (ii) the Collateral Agent shall only be required to make such deliveries as quickly as reasonably practicable after its receipt of the relevant documents and the written request. (cd) If an Acceleration Event of Default shall have occurred and be continuing, Secured Party the Collateral Agent shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be reasonably necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party the Collateral Agent were the absolute and sole owner thereof.

Income and Voting Rights in Collateral. (a) Secured Party The Collateral Agent shall have the right to receive and retain as Collateral hereunder hereunder, for the benefit of the Secured Parties, all proceeds of the Collateral (excluding Ordinary Cash Dividends but including, without limitation, Extraordinary Cash Dividends or interest), and Pledgor shall take all such action as Secured Party the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such proceeds proceeds, including, without limitation, all dividends and other payments and distributions that are received by Pledgor Pledgor, shall be received in trust for the benefit of the Collateral Agent and Secured Party Parties and, if Secured Party the Collateral Agent so directs, directs shall be segregated from segregatedfrom other funds of Pledgor and shall, forthwith upon demand by Secured Party, the Collateral Agent be delivered paid over to the Custodian on behalf of Secured Party Collateral Agent as Collateral in the same form as received (with any necessary endorsement). (b) Unless an Acceleration Event of Default shall have occurred and be continuing, Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Collateral (other than Collateral that has been rehypothecated by Secured Party pursuant to Section 5(i))Collateral, and Secured Party the Collateral Agent shall, upon receiving a written request from Pledgor Pledgor, accompanied by a certificate of an Authorized Officer of Pledgor the Company stating that no Acceleration Event of Default has occurred and is continuing, deliver to Pledgor Pledgor, or as specified in such request request, such proxies, powers of attorney, consents, ratifications and waivers in respect of any of the Collateral that is registered, or held through a securities intermediary, in the name of the Custodian, Secured Party Collateral Agent or its nominee nominee, as shall be specified in such request request, and shall be in form and substance satisfactory to Secured Partythe Collateral Agent. (c) If an Acceleration Event of Default shall have occurred and be continuing, Secured Party the Collateral Agent shall have the right, to the extent permitted by law, and Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and to take any other action with respect to any or all of the Collateral with the same force and effect as if Secured Party the Collateral Agent were the absolute and sole owner thereof.