Common use of Pledgor’s Rights Clause in Contracts

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a9(b) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken and no right shall be exercised or other action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent a Pledged Entity is expressly permitted to do so by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own account and use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends dividends, interest and interest all other distributions in respect of any of the Pledged Shares (other than such cash dividends dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness), whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (ai) Pledgor Pledgors shall have the right, from time be entitled to time, to vote exercise any and give consents with respect all voting and other consensual rights pertaining to the Pledged Collateral, Collateral or any part thereof for all purposes any purpose not inconsistent with the provisions terms of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the salePledgors shall be entitled to receive and retain, disposition or encumbrance of all or substantially all and to utilize free and clear of the assets lien of a Pledged Entitythis Agreement, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than Collateral; provided, however, that any and all: (A1) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and in-surplus, and (C3) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, of or in exchange for, for any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be, and shall forthwith be delivered to Agent Secured Party to hold as as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of AgentSecured Party, be segregated from the other property or funds of Pledgor, such Pledgor and be forthwith delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgors all such proxies, dividend payment orders and other instruments as Pledgors may from time to time reasonably request for the purpose of enabling Pledgors to exercise the voting and other consensual rights which they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which they are authorized to receive and retain pursuant to paragraph (ii) above.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:, (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Secured Party in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the credit agreement dated as of the date hereof among Wilsons Leather Holdings Inc., certain affiliated corporations, the lenders party thereto and GECC, as agent (the "Credit Agreement):")) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of Pledgor's Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of Pledgor's Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of Pledgor's Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of such Pledgor's Subsidiaries or the issuance of any additional shares of its such Subsidiary's Stock; or , or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of such Pledgor's Subsidiaries; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own respective use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall shall, upon indefeasible payment in full of the Senior Debt, be delivered to Agent the Secured Party to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:, (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Agreement, and any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):Loan (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of Pledgor's Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of Pledgor's Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of Pledgor's Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of such Pledgor's Subsidiaries or the issuance of any additional shares of its such Subsidiary's Stock; or , or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of such Pledgor's Subsidiaries; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own respective use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentAgent and the ratable benefit of Lenders, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to each Pledgor in accordance with Section 8(aSECTION 8(A) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause CLAUSE (iI) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged CollateralCollateral owned by it, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which is not conditioned upon the satisfaction of the Termination Conditions or receipt of the consent or approval of the Administrative Agent under the Credit Agreement if such vote would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral (unless and to the extent expressly permitted by the Credit Agreement) or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person;; or (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Administrative Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent (A) the transaction or event which enabled such payment was not in violation of the Credit Agreement and (B) the payment thereof is not in violation of the Credit Agreement, other than any and all: (A) all dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Indenture or any other Loan Note Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent or any other Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementIndenture): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for (A) Liens in favor of Agentthe Agent for the benefit of the Secured Parties, (B) subject to the Intercreditor Agreement, the Priority Liens and (C) the other Permitted Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Indenture other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) upon the occurrence and during the continuance of an Event of Default, all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to the Designated Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Designated Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. (a) As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to each Pledgor in accordance with Section 8(a) hereof: (a) , such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Note or any other Loan DocumentAncillary Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):of (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; Borrower, (ii) the consolidation or merger of a Pledged Entity Borrower with any other Person; , (iii) except as permitted under this Agreement or the Note, the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityBorrower, except for Liens in favor of Agent; (iv) except as permitted by Section 7(d) hereof and Section 4.4 of the Note, any change in the authorized number of shares, Interests or the stated capital or the authorized share capital of a Pledged Entity or Borrower and the issuance of any additional shares of its Stock; or Interests, (v) the alteration of the voting rights with respect to the Stock Interests of a Pledged Entity; andBorrower, or (vi) any change, alteration or modification of Borrower's articles of organization, operating agreement (other than amendments permitted under the Note, the Keep Well, the Keep Well Guaranty or the Loan Guaranty. (ib) No Pledgor shall be entitled, from time to time, entitled to collect and receive for its own use all cash dividends and interest any dividend or other distribution paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions Interests whether paid or payable in cash cash, instruments or other property other than (1) beginning as of April 1, 1997, payable in the next calendar month, the Equity Dividend Amount and any accrued and unpaid Equity Dividend Amount for each month thereafter, (2) with respect to TASL only, amounts equal to equity contributions made by TASL pursuant to the Keep Well which have not been previously recouped through the payment of any Pledged Shares in connection with a partial dividend or total liquidation or dissolution or in connection with a distribution by Borrower and (3) amounts equal to any reduction of capital, capital surplus the Cash Amount pursuant to Section 4(c) or paid-in capital Section 4(d)(ii) of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralthe Purchase Agreement; provided, however, that until actually paid all rights during any period in which any payment under the Note is overdue or a Default has occurred and is continuing, no Pledgor shall be entitled to such distributions shall remain subject collect and receive any dividend or other distribution whatsoever but Borrower may continue to accrue a liability equal to the Lien created Equity Dividend Amount during such period and Borrower may make payments in respect of any such accrued liability so long as no amounts due and payable under the Note are overdue and no Default thereunder is continuing, and provided, further, that any permitted dividends or distributions in respect of the Pledged Interests shall be paid only to the extent permitted by this Agreement; andapplicable law. (iic) all Other than dividends and interest (other than such cash dividends and interest as are distributions permitted to be paid received by a Pledgor pursuant to Pledgor in accordance with clause subsection (ib) above) and , all dividends or other distributions paid in respect of any of the Pledged Shares or Pledged IndebtednessInterests, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (i) Borrower shall be permitted to issue additional Interests to any Person (each, an "Additional Holder") and (ii) each member of Borrower shall be permitted to sell or otherwise transfer Pledged Interests to any Person (each, a "Transferee"); provided, in each case that after giving effect to any such issuance or transfer (A) the number of members of Borrower who are not Triton Members shall not exceed three (3) as a result of any such issuance or transfer, (B) the Triton Members shall hold, in the aggregate, at least 50% of the Economic Interests of Borrower, (C) the Additional Holder or Transferee of such equity interest shall be a Qualified Holder, (D) such Additional Holder or Transferee shall expressly agree to the pledge of such Interests under this Agreement and to be bound by the terms and conditions hereof by delivery of a duly executed Pledge Amendment, and (E) after notice to Lender by the applicable Pledgor, pursuant to the terms of Section 19 hereof, Lender shall consent to such transfer or issuance, such consent not to be unreasonably withheld; provided, however, that if Lender does not respond to such notice within ten (10) days after receipt by Lender of such notice, such consent shall be deemed granted. Notwithstanding the foregoing, no such issuance or transfer shall be permitted if such issuance or transfer would violate any applicable law or cause the Aircraft owned, directly or indirectly, by Borrower then registered under the Act to no longer be eligible for registration under the Act.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Agreement Loan Agreement, the Guarantee or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Permitted Liens (as defined in the Loan Agreement) or Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its the Pledged Entity’s Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) Pledgor shall be entitled, from time to time, to collect and receive for its their own use all cash dividends dividends, principal and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A1) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C3) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (iSection 7(b) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for the Issuer Liens and Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; (v) the issuance of any limited liability company interests or other equity interests of any nature or the issuance of any other interests convertible into or granting the right to purchase or exchange for any limited liability company interests or other equity interests of any nature of any Pledged Entity or the issuance of any certificates representing any Pledged Interests; or (vvi) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (b) Subject to the Issuer Lien provided in Section 2 hereof, (i) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its their own use all cash dividends and interest paid in respect of the Pledged Shares Shares, Pledged Interests and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends dividends, distributions and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares or Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default default shall have occurred and be continuing under the Note or any Related Document and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Related Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):to: (i) the dissolution or liquidation, in whole or in part, of a the Pledged Entity; (ii) the consolidation or merger of a the Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a the Pledged Entity, except for Liens liens in favor of AgentLender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares equity interests of its Stockthe Pledged Entity; or (v) the alteration of the voting rights with respect to the Stock equity interests of a the Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use (unencumbered by the lien created by this Agreement) all cash dividends distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Interests other than any and all: (A) dividends distributions and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a the Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends distributions and interest (other than such cash dividends distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessInterests, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given by Agent to Pledgor the relevant Pledgor(s) of its intent to exercise its corresponding rights in accordance with Section 8(a) hereof: (ai) Each Pledgor shall have the rightbe entitled to vote, from time to time, to vote and give consents and have all other consensual rights with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) Agent shall execute and deliver (or cause to be executed and delivered) to the consolidation or merger relevant Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of enabling such Pledgor to exercise the voting and other rights with respect that it is entitled to the Stock of a Pledged Entityexercise pursuant to clause (i) above; and (i) As long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled, from time to time, to collect collect, receive and receive retain for its own use use, free and clear of the Lien created by this Agreement, any and all cash dividends dividends, distributions, principal and interest paid in respect of the Pledged Shares and or Pledged Indebtedness to the extent not permitted in violation of the Credit Agreement other than any and all: (A) dividends and interest all dividends, interest, principal or other distributions paid or payable other than in cash in respect of any Pledged Collateral, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid Collateral whether resulting from a subdivision, combination or payable in cash in respect reclassification of the outstanding Stock of the issuer of any Pledged Shares or received in connection with a partial exchange for Pledged Shares or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange for, any Pledged Collateral; provided, however, that until actually paid all rights of assets to which such distributions shall remain subject to the Lien created by this Agreementissuer may be a party or otherwise; and (ii) upon the occurrence and during the continuance of an Event of Default, all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentLender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) Pledgor shall be entitledexcept as expressly permitted under the Loan Agreement, from time to timeall dividends, to collect and receive for its own use all cash dividends payments and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged CollateralCollateral owned by it, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which is not conditioned upon payment in full of all Obligations (other than contingent obligations for which no claim has been asserted) and termination of all commitments under the Credit Agreement or receipt of the consent or approval of the Required Lenders or all affected Lenders, as applicable, under the Credit Agreement if such vote would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral (unless and to the extent expressly permitted by the Credit Agreement) or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person;; or (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Administrative Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent (A) the transaction or event which enabled such payment was not in violation of the Credit Agreement and (B) the payment thereof is not in violation of the Credit Agreement other than any and all: (A) all dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) The Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or and any other Loan DocumentLender Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of the Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of the Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of the Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of the Subsidiaries or the issuance of any additional shares of its Stock; or stock, or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; andany of the Subsidiaries. (i) the Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions dividends shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to the Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section SECTION 8(a) hereof: (a) a. Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreementthereof; PROVIDED, the Credit Agreement or any other Loan Document; provided, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock to any Person other than Pledgor (and if to Pledgor, only so long as such additional shares are upon issuance promptly pledged to Agent); or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (CB) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all All dividends and interest other payments (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause CLAUSE (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof8.1: (a) 8.1 Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would (i) have the effect of adversely impairing in any material respect the position or interest of Agent Lender in respect of the Pledged Collateral Collateral, the Lien of Lender in the Pledged Collateral, or which would (ii) authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (ia) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (iib) the consolidation or merger of a Pledged Entity with any other Person; (iiic) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentLender and Permitted Dispositions and Permitted Liens; (ivd) any change in the authorized number of sharesshares or interests, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stocklimited liability company interests by such Pledged Entity; or (ve) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andInterests. (i) 8.2 Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness Interests to the extent not in violation of the Credit Loan Agreement; provided, however (a) that until actually paid all rights to such distributions shall remain subject to the Liens created by this Agreement and the other than Loan Documents, and (b) that any and all: all (Ai) dividends and interest paid or payable after the occurrence and during the continuance of an Event of Default, other than in cash in respect of any Pledged Collateral, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (Bii) dividends and other distributions paid or payable after the occurrence and during the continuance of an Event of Default, in cash in respect of any Pledged Shares Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in capital of a Pledged Entity; , and (Ciii) cash paid, payable or otherwise distributeddistributed after the occurrence and during the continuance of an Event of Default, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a9(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Loan Agreement or any other Loan Debt Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a9(b) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken and no right shall be exercised or other action taken, which would have the effect of impairing the position or interest of the Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent a Pledged Entity is expressly permitted to do so by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Collateral Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (b) i) Pledgor shall be entitled, from time to time, to collect and receive for its own account and use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends dividends, interest and interest all other distributions in respect of any of the Pledged Shares (other than such cash dividends dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness), whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing continuing, and until written notice shall be given to the Pledgor in accordance with Section 8(a) SECTION 8 hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Guaranty, the Loan Agreement, the Loan Documents and any other Loan Documentagreement; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Pledgee in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a any Issuer of Pledged Entity; Securities, (ii) the consolidation or merger of a any Issuer of Pledged Entity Securities with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a any Issuer of Pledged EntitySecurities, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a any Issuer of Pledged Entity Securities or the issuance of any additional shares Equity Interests of its Stock; or any Issuer of Pledged Securities, (v) the alteration of the voting rights with respect to the Stock Equity Interests of a any Issuer of Pledged Entity; andSecurities, or (vi) any amendment to the partnership agreement of any Issuer. (ib) Pledgor shall be entitledAll dividends, from time to timeinterest and principal paid on, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessSecurities, whenever paid or made, shall be delivered to Agent to hold the Pledgee as Pledged Collateral and shall, if received recovered by any Pledgor, be received in trust for the benefit of Agentand on behalf of the Pledgee, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Purchase Agreement, the Notes or any other Loan Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Purchase Agreement): (i) the dissolution or liquidation, in whole or in part, of a the Pledged Entity; (ii) the consolidation or merger of a the Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a the Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, equity interests of the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockequity interests; or (v) the alteration of the voting rights with respect to the Stock equity interests of a the Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect and receive for its his or her own use all cash dividends and interest distributions paid in respect of the Pledged Shares and Pledged Indebtedness Interests owned by such Pledgor to the extent not in violation of the Credit Purchase Agreement or the Notes, other than any and all: (A) dividends and interest any non-cash or cash-in-kind distributions paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; Collateral and (B) dividends liquidating distributions and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreementdividends; and (ii) all dividends and interest distributions (other than such cash dividends and interest distributions as are permitted to be paid to any Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessInterests, whenever paid or mademade (including any share, stock or other in-kind dividend or distribution declared on any Pledged Interests, or any partnership units or fractions thereof issued pursuant to any so called “stock split” or “unit-split” involving any of the Pledged Interests, or any distribution of capital made on any Pledged Interests or any partnership units, shares of stock, obligations or other property distributed on or with respect to such Pledged Interests, whether on account of recapitalization, bankruptcy, reorganization, merger or consolidation of the Pledged Entity, or otherwise), shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to a Pledgor in accordance with Section 8(a) hereof: (a) The Pledgor shall have the right, from time to time, to vote and give consents with respect to the its Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Loan Agreement, the Subsidiary Loan Documents or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens liens in favor of Agentthe Secured Party; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance by it of any additional shares of its StockSecurities; or (v) the alteration of the voting rights with respect to the Stock Securities of a Pledged Entity; and (i) The Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness Securities to the extent not in violation of the Credit Agreement Loan Agreement, the Subsidiary Loan Documents or the other Loan Documents other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; provided, further, that the Pledgor hereby acknowledges that as of the date hereof the Loan Agreement expressly prohibits the making of any dividends or the payment of any other amounts on any of the Pledged Collateral other than non-cash payments of interest booked as capitalized interest by the Pledgor in respect of all such indebtedness or other accounts owed to the Pledgor by Borrower, 1309 or 5100, and nothing contained herein shall be deemed to contradict such prohibition or otherwise authorize any such distributions; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to the Pledgor in accordance with clause (i) i above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessSecurities, whenever paid or made, shall be delivered to Agent the Secured Party to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Agentthe Secured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Agent the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) The Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or and any other Loan DocumentLender Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of the Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of the Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of the Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of the Subsidiaries or the issuance of any additional shares of its Stock; or , or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of the Subsidiaries. (i) the Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions dividends shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to the Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(aSECTION 7(A) hereof: (a) a. Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Administrative Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Administrative Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) b. Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) c. all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause CLAUSE (iB) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Administrative Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Administrative Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have ---------------- occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:, (a) Pledgor shall have the right, right from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Agreement, and any other Loan Document; provided, however, that no vote shall be -------- ------- cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent or Lenders in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of Pledgor's Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of Pledgor's Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of Pledgor's Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of such Pledgor's Subsidiaries or the issuance of any additional shares of its such Subsidiary's Stock; or , or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of such Pledgor's Subsidiaries; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own respective use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, provided however, that until actually paid all rights to such distributions -------- ------- shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, shall if received by Pledgor, be received in trust for the benefit of AgentAgent and the ratable benefit of Lenders, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to any Pledgor in accordance with Section 8(a) hereof:SECTION 9(A): (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral pledged by it hereunder or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which that would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentLender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and. (ib) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Stock and Pledged Indebtedness pledged by it hereunder to the extent not in violation of the Credit Agreement other than Loan Agreement, except for any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bi) dividends and other distributions paid or payable in cash in respect of any such Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Cii) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien in favor of Lender created by this Agreement; and (ii) all dividends Agreement and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Loan Documents.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section SECTION 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Reimbursement Agreement or any other Loan Basic Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Xxxxxx in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Reimbursement Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person, other than pursuant to the Merger Agreement; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentPermitted Encumbrances; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock; or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Reimbursement Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause CLAUSE (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall shall, subject to the Subordination and Intercreditor Agreement, be delivered to Agent Xxxxxx to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentXxxxxx, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Xxxxxx as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents consent with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Documentthe Indenture; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Trustee in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):to: (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity other than into Pledgor or a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other PersonPerson other than into Pledgor or a Pledged Entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock and/or other equity securities and ownership interests unless all such additional shares, capital stock, equity securities or ownership interests constitute Pledged Collateral and any certificates in respect thereof are promptly delivered to Trustee; or (viv) the alteration of the voting rights with respect to the Stock capital stock and/or other equity securities and ownership interests of a Pledged Entity; and. (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash or cash equivalents in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash or cash equivalents in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien liens and security interests created by this Agreement; and (ii) all All dividends and interest (other than such cash or cash equivalent dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent Trustee to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentTrustee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: : (a) Pledgor shall have the right, from time to time, right to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Note or any other Loan Documentdocument executed in connection therewith; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and only to the extent expressly permitted by the Credit Agreement): Note): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; ; (ii) the consolidation or merger of a Pledged Entity with any other Person; ; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; ; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance by a Pledged Entity of any additional shares of its Stockstock; or or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and and (ib) Pledgor shall be entitled, from time to time, entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Note other than any and all: (Ai) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Ciii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (iSection 7(b) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent Secured Party to hold as Pledged Collateral for itself, and shall, if received by Pledgor, be received in trust for the benefit of AgentSecured Party, be segregated from the other property or funds of Pledgor, Pledgor and be forthwith delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to such Pledgor in accordance with Section 8(a) 17 hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan DocumentDocuments; provided, however, however that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral (unless and to the extent permitted by the Loan Agreement or any other Loan Document or consented to by the Required Lenders) or which would authorize, effect or consent to any of the following (unless and to the extent expressly permitted by the Credit AgreementLoan Agreement or any other Loan Document or consented to by the Required Lenders): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock, or other Equity Interests, as applicable; or (v) the alteration of the voting rights with respect to the Stock capital stock, or other Equity Interests, as applicable, of a Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect collect, receive and receive retain for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement or any other Loan Document other than any and all: (A) dividends dividends, distributions and interest paid or payable in Pledged Shares, Pledged Indebtedness or other than in cash in respect of any Pledged Collateral, and securities or instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash Pledged Shares, Pledged Indebtedness or other securities or instruments distributed in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash Pledged Shares, Pledged Indebtedness or other securities or instruments paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends All dividends, distributions and interest (other than such cash dividends dividends, distributions and interest as are permitted to be paid to any Pledgor in accordance with clause (iSection 7(b)(i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednesshereof), whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing or the Lender shall not have accelerated the maturity of the Secured Obligations and until written notice shall be given to Pledgor as provided at the beginning of Section 8 hereof (other than an Event of Default under Section 8(e) of the Note (such Event of Default is referred to herein as an “Insolvency Event”), in accordance with which case the rights under this Section 8(a) hereof:7 shall be ineffective, without notice, upon the occurrence thereof): (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Lender in respect of the Pledged Collateral Collateral, or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):to: (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens sales or dispositions of assets in favor the ordinary course of Agentthe businesses of the Pledged Entities; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock or option or other right thereto; or (v) the alteration of the voting rights with respect to the Stock capital stock of a Pledged Entity; and (i) The Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest other amounts paid in cash in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Shares, other than any and all: : (A1) dividends and interest other amounts paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; ; (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares (x) in connection with a partial or total liquidation or dissolution dissolution, or (y) in connection with a reduction of capital, capital surplus (including retained earnings) or paid-in capital of a Pledged EntityEntity if, after giving effect to such dividend or other distribution, the capital, capital surplus (including retained earnings), or paid-in capital of the Pledged Entities taken as a whole is, or would be, less than $5,000,000, or if less, the then outstanding principal balance of the Note, without for purposes of such determination, giving effect to non-cash compensation expense and non-cash purchase accounting adjustments under generally accepted accounting principles accrued on and after the date hereof; and and (C3) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until such permitted payments under this Section 7(b) are actually paid to the Pledgor, all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all All dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent the Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Until an Event of Default shall have ---------------- occurred and be continuing and until written notice shall be given to a Pledgor in accordance with Section 8(a) hereof:: ------------ (a) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit any Secured Debt Agreement or and any other Loan Documentdocument executed in connection with any such agreement; provided, however, that no vote shall -------- ------- be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent or any Secured Creditor in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; ; (ii) the consolidation or merger of a Pledged Entity with any other Person; ; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Agent; ; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock; or or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, principal and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Agreement Secured Debt Agreements other than any and all: ; (A) dividends dividends, principal and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution so long as no Default or in connection with a reduction Event of capital, capital surplus or paid-in capital of a Pledged EntityDefault has occurred; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralCollateral so long as no Default or Event of Default has occurred; provided, however, that until actually paid all rights to such -------- ------- distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to a Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the ------ --- Pledged Shares or Pledged IndebtednessCollateral of such Pledgor, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Agent, for the benefit of itself and the Secured Creditors, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged EntityBorrower; (ii) the consolidation or merger of a Pledged Entity Borrower with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityBorrower, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity Borrower or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged EntityBorrower; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntityBorrower; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to any Pledgor in accordance with Section 8(a) hereof:): (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral pledged by it hereunder or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which that would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of of, or the interests in, a Pledged Entity or the issuance of any additional shares of or interests in its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and. (ib) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Stock and Pledged Indebtedness pledged by it hereunder to the extent not in violation of the Credit Agreement other than Agreement, except for any and all: (Ai) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any such Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Ciii) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien in favor of Agent created by this Agreement; andAgreement and the other Loan Documents. (iic) Upon the occurrence and during the continuance of an Event of Default, all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares Stock or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, for the benefit of Agent and Lenders, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agentthe Lender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent the Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) a. Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Documentthereof; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock to any Person other than Pledgor (and if to Pledgor, only so long as such additional shares are upon issuance promptly pledged to Agent); or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (CB) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all All dividends and interest other payments (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Notes, the Securities Purchase Agreement or any other Loan DocumentTransaction Document or adverse to Pledgee; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Pledgee in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):to: (i) the dissolution or liquidation, in whole or in part, of a Pledged EntityCompany; (ii) the consolidation or merger of a Pledged Entity Company with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentCompany; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity Company or the issuance of any additional shares of its Stockstock or other equity interests; or (v) the alteration of the voting rights with respect to the Stock stock or other equity interests of a Pledged EntityCompany; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Notes and Securities Purchase Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntityCompany; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien and security interest created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent Pledgee to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentPledgee, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) 8 hereof: (a) 7.1 Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan DocumentFinancing Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (ia) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (iib) the consolidation or merger of a Pledged Entity with any other Person; (iiic) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agentthe Lender; (ivd) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock; or (ve) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i) 7.2 Pledgor shall be entitled, from time to time, to collect and receive for its his or her own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (Aa) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in (Page 205 of 252 Pages) respect of, or in exchange for, any Pledged Collateral; (Bb) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Cc) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all 7.3 All dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) Section 7.2 above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent the Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall be deemed to have occurred under the Loan Agreement and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofhereof or as otherwise permitted under the Loan Agreement: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a any Pledged Entity; (ii) the consolidation or merger of a any Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a any Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a any Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a any Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness Debt to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a any Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessDebt, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to any Pledgor in accordance with Section 8(a) hereof:SECTION 8(A): (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral pledged by it hereunder or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which that would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of of, or the interests in, a Pledged Entity or the issuance of any additional shares of or interests in its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and. (ib) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Stock and Pledged Indebtedness pledged by it hereunder to the extent not in violation of the Credit Agreement other than Agreement, except for any and all: (Ai) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any such Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Ciii) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien in favor of Agent created by this Agreement; andAgreement and the other Loan Documents. (iic) Upon the occurrence and during the continuance of an Event of Default, all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause CLAUSE (iB) above) and all other distributions in respect of any of the Pledged Shares Stock or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, for the benefit of Agent and Lenders, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Agreement Amended Loan Agreement, the Amended Guarantee or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Amended Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Permitted Liens (as defined in the Amended Loan Agreement) or Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its the Pledged Entity’s Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) Pledgor shall be entitled, from time to time, to collect and receive for its their own use all cash dividends dividends, principal and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Amended Loan Agreement other than any and all: (A1) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C3) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (iSection 7(b) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof:9(a): (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral pledged by it hereunder or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which that would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution dissolution, liquidation or liquidationwinding down of affairs, in whole or in part, of a Pledged EntityApio; (ii) the consolidation or merger of a Pledged Entity Apio with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityApio, except for Liens in favor of Agent; (iv) (A) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity of, or the interests in, Apio, or (B) the issuance of any additional shares of its Stockor interests in Stock of Apio; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andStock. (ib) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness Stock pledged by it hereunder to the extent not in violation of the Credit Agreement other than Agreement, except for any and all: (Ai) dividends dividends, distributions and interest paid or payable other than in cash in respect of any the Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any the Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any the Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntityApio; and (Ciii) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien in favor of Agent created by this Agreement; andAgreement and the other Loan Documents. (iic) all dividends All dividends, distributions and interest (other than such cash dividends dividends, distributions and interest as are permitted to be paid to Pledgor in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, Stock whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, for the benefit of Secured Parties, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (ai) Pledgor Pledgors shall have the right, from time be entitled to time, to vote exercise any and give consents with respect all voting and other consensual rights pertaining to the Pledged Collateral, Collateral or any part thereof for all purposes any purpose not inconsistent with the provisions terms of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the salePledgors shall be entitled to receive and retain, disposition or encumbrance of all or substantially all and to utilize free and clear of the assets lien of a Pledged Entitythis Agreement, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than Collateral; provided, however, that any and all: (A1) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and in-surplus, and (C3) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, of or in exchange for, for any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or madeXxxxxxxxxx, shall be, and shall forthwith be delivered to Agent Secured Party to hold as as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of AgentSecured Party, be segregated from the other property or funds of Pledgor, such Pledgor and be forthwith delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgors all such proxies, dividend payment orders and other instruments as Pledgors may from time to time reasonably request for the purpose of enabling Pledgors to exercise the voting and other consensual rights which they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which they are authorized to receive and retain pursuant to paragraph (ii) above.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens liens in favor of Agentthe Lender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock or membership interests; or (v) the alteration of the voting rights with respect to the Stock stock or membership interests of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent the Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitledentitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Existing Senior Note Indenture or the Amended Credit Agreement; provided, however, that Pledgor shall not exercise or refrain from time exercising any such right if Agent shall have notified Pledgor that, in Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Agent at least five Business Days' prior written notice of the manner in which it intends to timeexercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (1) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to collect the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (2) Pledgor's consent to or approval of any action otherwise permitted under this Agreement, the Existing Senior Note Indenture and the Amended Credit Agreement shall be deemed inconsistent with the terms of this Agreement, the Existing Senior Note Indenture or the Amended Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Agent; (ii) Pledgor shall be entitled to receive for its own use and retain, and to utilize free and clear of the lien of this Agreement, any and all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than Collateral; provided, however, that any and all: (A1) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B2) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and in-surplus, and (C3) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, of or in exchange for, for any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be, and shall forthwith be delivered to Agent to hold as as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, Pledgor and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements); and (iii) Agent shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the exclusive right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan DocumentPlan; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which taken that would have the effect of impairing the position or interest Lien of Agent the Trust in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):Collateral; (i) To the dissolution or liquidation, extent not in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all violation of the assets of a Pledged EntityPlan or this Agreement, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be exclusively entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid cash paid, payable or payable in cash otherwise distributed in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntityARTRA; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all All dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (b) (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent the Trust to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Trust, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Trust as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall ---------------- have occurred and be continuing and until written notice shall be given to each Pledgor in accordance with Section 8(a8 (a) hereof:, (a) such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Agreement, and any other Loan Documentagreement; provided, however, that no vote shall be -------- ------- cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent or any Lender in respect of the Pledged Collateral or which would authorize, have the effect of impairing the position or consent to interest of the Agent or any Lender in respect of the Pledged Collateral or which would authorize or effect (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of its Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of its Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of its Subsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of its Subsidiaries or the issuance of any additional shares of its Stock; or , or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of its Subsidiaries; (i) such Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such -------- ------- distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to such Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged pledged Shares or Pledged Indebtednessof such Pledgor, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agentthe Agent or any Lender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementLoan Agreement or any other Loan Document): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entitythe Borrower; (ii) the consolidation or merger of a Pledged Entity the Borrower with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entitythe Borrower, except for Liens liens in favor of AgentLender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity the Borrower or the issuance of any additional shares of its Stockcapital stock; or (v) the alteration of the voting rights with respect to the Stock capital stock of a Pledged Entitythe Borrower; and (ib) Pledgor shall be entitled, from time to time, to collect collect, receive and receive retain for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness Equity Interests to the extent not in violation of the Credit Loan Agreement or any other Loan Document other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Equity Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entitythe Borrower; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (iii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (iSection 7(b)(i) abovehereof) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessEquity Interests, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and should there be an Event of Default, shall be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement); provided, however, until there is an Event of Default hereunder, the foregoing dividends and interests shall be permitted to be received and held by Pledgor.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, Agreement or the Credit Agreement or any other Loan DocumentAgreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentSecured Party; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Until an Event of Default shall have occurred ---------------- and be continuing and until written notice shall be given to a Pledgor in accordance with Section 8(a) hereof:: ------------ (a) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit any Secured Debt Agreement or and any other Loan Documentdocument executed in connection with any such agreement; provided, however, that no vote shall be cast, and --------- ------- no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent or any Secured Creditor in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; ; (ii) the consolidation or merger of a Pledged Entity with any other Person; ; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Agent; ; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock; or or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, principal and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Agreement Secured Debt Agreements other than any and all: ; (A) dividends dividends, principal and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution so long as no Default or in connection with a reduction Event of capital, capital surplus or paid-in capital of a Pledged EntityDefault has occurred; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralCollateral so long as no Default or Event of Default has occurred; provided, however, that until --------- ------- actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to a Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the ------ --- Pledged Shares or Pledged IndebtednessCollateral of such Pledgor, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Agent, for the benefit of itself and the Secured Creditors, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to such Pledgor in accordance with Section 8(a) hereof: (a) Such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Indenture or any other Loan Note Security Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing in any material respect the position or interest of Agent Trustee in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementIndenture): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentTrustee and Permitted Prior Liens; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock unless pledged pursuant to Section 6(d) hereof; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andEntity in a manner which is materially adverse to the Trustee or which has a material adverse effect on the rights or remedies of the Trustee; (b) the Trustee shall execute and deliver to such Pledgor or cause to be executed and delivered to such Pledgor, all such proxies, power of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights it is entitled to exercise pursuant to clause (a) above; (i) Such Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and principal and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Indenture other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and principal and interest (other than such cash dividends and interest as are permitted to be paid to such Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent and, on and after the Transfer Date, to Trustee to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of AgentAgent and the Trustee, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent and, on and after the Transfer Date, to the Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement), in each case in accordance with the Intercreditor Provisions of the Indenture.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementAgreement or consented to by Lender): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other PersonPerson other than another Pledged Entity and provided that the Borrower is the surviving entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentLender; (iv) any change in the authorized number of sharesshares of Stock, membership interests, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock or membership interests; or (v) the alteration of the voting rights with respect to the Stock membership interests or other equity interests of a Pledged Entity; and; (ib) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement or the Guaranty other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stocksuch Pledged Entity's Stock or the issuance of any other interests convertible into or granting the right to purchase or receive any additional shares of stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and; (i) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, other distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Agreement or any other Loan Document other than any and all: (A) dividends dividends, other distributions and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralCollateral which is not expressly permitted by the Credit Agreement; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends dividends, other distributions and interest (other than such cash dividends dividends, other distributions and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or At all times prior to the occurrence of an Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofDefault: (a1) the Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Stock Pledge Agreement, the Credit Agreement other Security Documents or any other Loan Documentthe Note Agreement; provided, however, that except as provided in Section 9.6 of the Note Agreement, no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Collateral Agent or the Lenders in respect of the Pledged Collateral or which would authorize, effect authorizing or consent to (unless and to the extent expressly permitted by the Credit Agreement): effecting (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; the Pledgor or any Issuer, (ii) the consolidation or merger of a Pledged Entity any of the Issuers with any other Person; , (iii) the sale, disposition disposition, or encumbrance of all or substantially all of the assets of a Pledged Entitythe Pledgor or any Issuer, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of the Issuers or the issuance of any additional shares of its Stock; or the stock of the Issuers, provided that all such additional shares are pledged hereunder to the Collateral Agent, or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entityany of the Issuers; and (i2) the Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest distributions of cash or property paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Note Agreement, other than any and all: (A) dividends and interest paid or payable other than in cash in respect shares of stock of any Pledged CollateralIssuer and options, and instruments and other property receivedwarrants, receivable calls or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect commitments of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction character whatsoever relating to stock of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralIssuer; provided, however, that until actually paid paid, all rights to such distributions dividends shall remain subject to the Lien created by this Stock Pledge Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitledentitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, however, that Pledgor shall not exercise or refrain from time exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five Business Days' prior written notice of the manner in which it intends to timeexercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (1) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to collect the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (2) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Indenture shall be deemed inconsistent with the terms of this Agreement or the Indenture within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive for its own use and retain, and to utilize free and clear of the lien of this Agreement, any and all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than Collateral; provided, however, that any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and in-surplus, and (C) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, of or in exchange for, for any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be, and shall forthwith be delivered to Agent Secured Party to hold as as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentSecured Party, be segregated from the other property or funds of Pledgor, Pledgor and be forthwith delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementindorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Collateral Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation consolidation, merger or merger amalgamation of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Collateral Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its their own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to any Pledgor in accordance with clause (iSection 7(b)(i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Facility, and any other Loan Documentagreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent or Lender in respect of the Pledged Collateral or which would authorizeauthorize or effect (except as and, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): Facility) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any Subsidiary Guarantor, (ii) the consolidation or merger of a Pledged Entity any Subsidiary Guarantor with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of Subsidiary Guarantor, except for Liens in favor of Agent; (iv) any change in the authorized number of sharesEquity Interests, the stated capital or the authorized share capital of a Pledged Entity any Subsidiary Guarantor or the issuance of any additional shares of its Stock; or Equity Interests therein, or (v) the alteration of the voting rights with respect to the Stock Equity Interests of a Pledged Entity; andany Subsidiary Guarantor; (ib) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness Equity Interests to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Facility.

Pledgor’s Rights. As long as no Default or Event of Default (as hereinabove defined) shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofPledgor: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Documentthe Note; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementNote, or unless as part of or as a result of that transaction the Note would be paid off in full): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent;; or (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entityownership interests; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Note other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent the Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agentthe Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to such Pledgor in accordance with Section 8(a) hereof: (a) Each such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan DocumentDocuments; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementAgreement or any other Loan Document or consented to by the Required Lenders): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens liens in favor of the Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock or equity membership interests, as applicable; or (v) the alteration of the voting rights with respect to the Stock capital stock or equity membership interests, as applicable, of a Pledged Entity; and (i) Each such Pledgor shall be entitled, from time to time, to collect collect, receive and receive retain for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement or any other Loan Document other than any and all: (A) dividends and interest paid or payable in Pledged Shares, Pledged Indebtedness or other than in cash in respect of any Pledged Collateral, and securities or instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash Pledged Shares, Pledged Indebtedness or other securities or instruments distributed in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash Pledged Shares, Pledged Indebtedness or other securities or instruments paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends dividends, distributions and interest (other than such cash dividends dividends, distributions and interest as are permitted to be paid to any Pledgor in accordance with clause (iSection 7(b)(i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednesshereof), whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation consolidation, amalgamation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; provided, further, notwithstanding the foregoing, Pledgor shall not be entitled to collect or receive any cash dividends or interest paid in respect of the Pledged Shares and Pledged Indebtedness if Pledgor is prohibited from doing so under the Loan Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof:): (a) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the its Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan DocumentDocument and any other document executed in connection herewith or therewith; provided, however, provided that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent or any other Guaranteed Creditor in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement): Loan Documents): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; ; (ii) the consolidation or merger of a Pledged Entity with any other Person; ; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Agent; ; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock; or or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i1) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, principal and interest paid in respect of the its Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Agreement any Loan Document, other than any and allthan: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entitydissolution; and (CB) cash paid, payable or otherwise distributed, in respect of principal of, or in connection with the redemption of, or in exchange for, any Pledged Collateral; provided, however, provided that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii2) all dividends dividends, principal, interest and interest other distributions (other than such (x) cash dividends dividends, principal and interest as are permitted to be paid to the applicable Pledgor in accordance with clause (i) aboveabove and (y) and all other distributions capitalized interest on any Pledged Note) in respect of any of the Pledged Shares or Pledged IndebtednessCollateral, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Agent, for the benefit of itself and the other Guaranteed Creditors, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(aSECTION 8(A) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entityany of the Pledgor's Subsidiaries ; (ii) the consolidation or merger of a Pledged Entity any of Pledgor's Subsidiaries with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor any of AgentPledgor's Subsidiaries; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of such Pledgor's Subsidiaries or the issuance of any additional shares of its such Subsidiary's Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entityany of such Pledgor's Subsidiaries; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntitySubsidiary; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause CLAUSE (iI) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice thereof shall be given to Pledgor received by Pledgors in accordance with Section 8(a) 18 hereof: (a) Pledgor 7.1 Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral (or materially and adversely affect the value of the Pledged Collateral) or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementLoan Documents): (ia) the dissolution or liquidation, in whole or in part, of a Pledged EntityPRP; (iib) the consolidation or merger of a Pledged Entity PRP with any other Personentity; (iiic) the sale, disposition or encumbrance of any Property or of all or substantially all of the assets of a Pledged EntityPRP, except for Liens liens in favor of AgentLender; provided, that Lender’s consent is not required for the sale of any Property if the sale price of such Property is an amount equal to or in excess of five percent (5%) above the principal amount of indebtedness secured by such Property; (ivd) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockinterests, except pursuant to an agreement in effect on the date hereof; or (ve) the alteration of the voting rights with respect to the Stock interests of a Pledged EntityPRP; and (i) Pledgor 7.2 Pledgors shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest distributions paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Membership Interests other than any and all: (Aa) dividends and interest distributions paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bb) dividends and other distributions paid or payable in cash in respect of any Pledged Shares the Membership Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-–in capital of a Pledged EntityPRP; and (Cc) cash paid, payable or otherwise distributed, in respect redemption of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends and interest 7.3 All distributions (other than such cash dividends and interest distributions as are permitted to be paid to Pledgor Pledgors in accordance with clause (i) Section 7.2 above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessMembership Interest, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. (a) As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to each Pledgor in accordance with Section 8(a) hereof: (a) , such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Note or any other Loan DocumentAncillary Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lendor in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; Borrower, (ii) the consolidation or merger of a Pledged Entity Borrower with any other Person; , (iii) except as permitted under this Agreement or the Note, the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityBorrower, except for Liens in favor of Agent; (iv) except as permitted by Section 7(d) hereof and Section 4.4 of the Note, any change in the authorized number of shares, Interests or the stated capital or the authorized share capital of a Pledged Entity or Borrower and the issuance of any additional shares of its Stock; or Interests, (v) the alteration of the voting rights with respect to the Stock Interests of a Pledged Entity; andBorrower, or (vi) any change, alteration or modification of Borrower's articles of organization, operating agreement (other than amendments permitted under the Note, the Keep Well, the Keep Well Guaranty or the Loan Guaranty. (ib) No Pledgor shall be entitled, from time to time, entitled to collect and receive for its own use all cash dividends and interest any dividend or other distribution paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions Interests whether paid or payable in cash cash, instruments or other property other than (1) beginning as of April 1, 1997, payable in the next calendar month, the Equity Dividend Amount and any accrued and unpaid Equity Dividend Amount for each month thereafter, (2) with respect to TASL only, amounts equal to equity contributions made by TASL pursuant to the Keep Well which have not been previously recouped through the payment of any Pledged Shares in connection with a partial dividend or total liquidation or dissolution or in connection with a distribution by Borrower and (3) amounts equal to any reduction of capital, capital surplus the Cash Amount pursuant to Section 4(c) or paid-in capital Section 4(d)(ii) of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralthe Purchase Agreement; provided, however, that until actually paid all rights during any period in which any payment under the Note is overdue or a Default has occurred and is continuing, no Pledgor shall be entitled to such distributions shall remain subject collect and receive any dividend or other distribution whatsoever but Borrower may continue to accrue a liability equal to the Lien created Equity Dividend Amount during such period and Borrower may make payments in respect of any such accrued liability so long as no amounts due and payable under the Note are overdue and no Default thereunder is continuing, and provided, further, that any permitted dividends or distributions in respect of the Pledged Interests shall be paid only to the extent permitted by this Agreement; andapplicable law. (iic) all Other than dividends and interest (other than such cash dividends and interest as are distributions permitted to be paid received by a Pledgor pursuant to Pledgor in accordance with clause subsection (ib) above) and , all dividends or other distributions paid in respect of any of the Pledged Shares or Pledged IndebtednessInterests, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (i) Borrower shall be permitted to issue additional Interests to any Person (each, an "Additional Holder") and (ii) each member of Borrower shall be permitted to sell or otherwise transfer Pledged Interests to any Person (each, a "Transferee"); provided, in each case that after giving effect to any such issuance or transfer (A) the number of members of Borrower who are not Triton Members shall not exceed three (3) as a result of any such issuance or transfer, (B) the Triton Members shall hold, in the aggregate, at least 50% of the Economic Interests of Borrower, (C) the Additional Holder or Transferee of such equity interest shall be a Qualified Holder, (D) such Additional Holder or Transferee shall expressly agree to the pledge of such Interests under this Agreement and to be bound by the terms and conditions hereof by delivery of a duly executed Pledge Amendment, and (E) after notice to Lender by the applicable Pledgor, pursuant to the terms of Section 19 hereof, Lender shall consent to such transfer or issuance, such consent not to be unreasonably withheld; provided, however, that if Lender does not respond to such notice within ten (10) days after receipt by Lender of such notice, such consent shall be deemed granted. Notwithstanding the foregoing, no such issuance or transfer shall be permitted if such issuance or transfer would violate any applicable law or cause the Aircraft owned, directly or indirectly, by Borrower then registered under the Act to no longer be eligible for registration under the Act.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a9(a) hereof:, (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Loan Agreement, and any other Loan Documentagreement; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Loan Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; Borrower, (ii) the consolidation or merger of a Pledged Entity Borrower with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityBorrower, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity Borrower or the issuance of any additional shares of its Stock; or stock of Borrower, or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; andBorrower; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use and shall not be required to pledge pursuant to Section 2, all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions dividends shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received recovered by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event Subject to the terms and conditions of Default shall have occurred and be continuing and the Credit Agreement, until written notice shall be given by Administrative Agent to Pledgor IRI on behalf of Pledgors after the occurrence of an Event of Default in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the their respective Pledged Collateral, or any part thereof thereof, for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Agreement, and any other Loan DocumentAncillary Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Administrative Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a any of the entities representing the Pledged Entity; Shares, (ii) the consolidation or merger of a any of the entities representing the Pledged Entity Shares with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a any of the entities representing the Pledged EntityShares, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a any of the entities representing the Pledged Entity Shares or the issuance of any additional shares of its Stock; or any entities representing the Pledged Shares or (v) the alteration of the voting rights with respect to the Stock stock of a any entities representing the Pledged Entity; andShares. (i) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Administrative Agent to hold as Pledged Collateral and shall, if received by PledgorPledgors, be received in trust for the benefit of Administrative Agent, for its benefit and the ratable benefit Lenders, be segregated from the other property or funds of PledgorPledgors, and be forthwith delivered to Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Financing Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Financing Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person, other than as permitted by the Financing Agreement; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens liens in favor of AgentAgent or liens permitted by the Financing Agreement; (iv) any change in the authorized number of shares, membership interests, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockstock or additional membership interests; or (v) the alteration of the voting rights with respect to the Stock stock or membership interests of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Financing Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to the applicable Pledgor in accordance with Section 8(a) hereof: (a) such Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would (i) have a Material Adverse Effect on the effect of impairing the position or interest of Agent in respect value of the Pledged Collateral or impair the Lien and security interest granted to Agent hereunder, (ii) which would authorize, effect or consent to (unless and to the extent expressly permitted any matter prohibited by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any Entity; (iv) cause additional shares of its Stock; or a Pledged Entity’s Stock to be issued, (v) the alteration of alter the voting rights with respect to the Stock of a Pledged Entity; and (ib) such Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and all principal and interest payments in respect of the Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect Agreement, all of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions which shall remain subject to the Lien created by this Agreementbe deposited upon receipt into Blocked Accounts; and (iic) all dividends and interest paid in respect of the Pledged Shares (other than such cash dividends and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered promptly to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan DocumentDocuments; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent the Agents in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementAgreement or any other Loan Document or consented to by the Required Lenders): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens liens in favor of Agentthe Agents; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock, unless the Agents shall continue to have a first priority perfected lien hereunder in all the Stock of each Pledged Entity; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect collect, receive and receive retain for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation permitted by the terms of the Credit Agreement (including without limitation Section 7.13 thereof) other than any and all: (A) dividends and interest paid or payable in Pledged Shares, Pledged Bonds, Pledged Indebtedness or other than in cash in respect of any Pledged Collateral, and securities or instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash Pledged Shares, Pledged Bonds, Pledged Indebtedness or other securities or instruments distributed in respect of any Pledged Shares or Pledged Bonds in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash Pledged Shares, Pledged Bonds, Pledged Indebtedness or other securities or instruments paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien lien created by this Agreement; and (ii) all dividends dividends, distributions and interest (other than such cash dividends dividends, distributions and interest as are permitted to be paid to any Pledgor in accordance with clause (iSection 7(b)(i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednesshereof), whenever paid or made, shall be delivered to the applicable Agent in accordance with Annex C to the Credit Agreement to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agentthe Agents, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the applicable Agent in accordance with Annex C to the Credit Agreement as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor : Each Pledgor, as applicable, shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) ): the dissolution or liquidation, in whole or in part, of a Pledged Entity other than into IES or a Pledged Entity; (ii) ; the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition Person other than into IES or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) ; any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock and/or other equity securities and ownership interests unless all such additional shares, capital stock, equity securities or ownership interests constitute Pledged Collateral and any certificates in respect thereof are promptly delivered to Agent; or (v) or the alteration of the voting rights with respect to the Stock capital stock and/or other equity securities and ownership interests of a Pledged Entity; and (i) Pledgor . Each Pledgor, as applicable, shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) and all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, Pledge Agreement and the Credit Agreement or any other Loan DocumentAgreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Banks and Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; Borrower or TEM; (ii) the amalgamation, consolidation or merger of a Pledged Entity Borrower or TEM with any other Person; ; (iii) a change in the domicile or the reincorporation or other reorganization of Borrower or TEM; (iv) the sale, disposition disposition, or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; Borrower or TEM; (ivv) any change in the authorized number of shares, the stated capital capital, or the authorized share capital of a Pledged Entity Borrower or TEM or the issuance of any additional shares of its StockBorrower or TEM; or or (vvi) the alteration of the voting rights with respect to the Stock of a Pledged EntityBorrower’s shares or TEML’s shares; and (ib) Pledgor shall be entitled, from time to time, and subject to the terms of this Pledge Agreement and the Loan Documents to collect and receive for its Pledgor’s own use all use, and shall not be required to pledge pursuant to Section 4, any cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of Shares, except: (i) cash dividends prohibited under the Credit Agreement or any other than any Loan Document; and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateraldissolution; provided, however, that until actually paid paid, all rights to any such distributions permitted dividends shall remain subject to the Lien created by this Pledge Agreement; and (ii) all . All dividends and interest (other than such cash dividends and interest as are permitted to be paid to such Pledgor in accordance with this clause (i) aboveb)) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, of Pledgor whenever paid or made, shall be delivered to Banks and Agent to hold as Pledged Collateral and shall, if received recovered by Pledgor, be received in trust for the benefit of Banks and Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Banks and Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Collateral.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor The Pledgors shall have the right, at all times and from time to time, unless and until such Pledged Collateral is sold, assigned, transferred or conveyed by the Agent in exercise of its rights hereunder after the occurrence of an Event of Default, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Agreement or Agreement, and any other Loan Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action as a shareholder taken, which would have the effect of impairing the position or interest of the Agent or Lenders in respect of the Pledged Collateral or which would authorize, authorize or effect a violation or consent to breach of the Agreement or which would authorize or effect (unless and except to the extent expressly permitted by not in violation of the Credit Agreement): ), (i) the dissolution or liquidation, in whole or in part, of a any of the Pledged Entity; Subsidiaries, (ii) the consolidation or merger of a any of the Pledged Entity Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a any of the Pledged EntitySubsidiaries, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a any of the Pledged Entity Subsidiaries or the issuance of any additional shares of its Stock; or any of the Pledged Subsidiaries' stock or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect any of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; andSubsidiaries. (iib) As long as no Event of Default shall have occurred and be continuing, all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) or distributions and all other payments or distributions on or in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered paid to Agent to hold as Pledged Collateral Pledgors. Upon the occurrence of an Event of Default and shallduring the continuation of such Event of Default, all such dividends or distributions, if received by Pledgorthe Pledgors, shall be received in trust for the benefit of the Agent, shall be segregated from the other property or funds of Pledgorthe Pledgors, and shall be forthwith delivered to Agent the Agent, as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentLender; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) Pledgor shall be entitledexcept as expressly permitted under the Loan Agreement, from time to timeall dividends, to collect and receive for its own use all cash dividends payments and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or and Pledged Indebtedness, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsement)) ; provided, however, that Pledgor shall not be required to comply herewith with respect to any payment by Borrower on behalf of or for the benefit of Pledgor which may be deemed dividends or other distributions, to the extent such payment is permitted by the Loan Agreement.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until Until written notice shall be given by Administrative Agent to Pledgor after the occurrence of an Event of Default in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof thereof, for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Agreement, and any other Loan DocumentAncillary Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Administrative Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of the Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of the Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of the Borrowers, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of the Subsidiaries or the issuance of any additional shares of its Stock; or any Borrower's Stock or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andany of the Subsidiaries; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Administrative Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Administrative Agent, for its benefit and the ratable benefit Lenders, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of ---------------- Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a9(a) hereof:, (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Loan Agreement, and any other Loan Documentagreement; provided, -------- however, that no vote shall be cast, and no consent shall be given or ------- action taken, which would have the effect of impairing the position or interest of Agent Lender in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Loan Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; Borrower, (ii) the consolidation or merger of a Pledged Entity Borrower with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityBorrower, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity Borrower or the issuance of any additional shares of its Stock; or stock of Borrower, or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; andBorrower; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use and shall not be required to pledge pursuant to Section 2, all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all -------- ------- rights to such distributions dividends shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Agent Lender to hold as Pledged Collateral and shall, if received recovered by Pledgor, be received in trust for the benefit of AgentLender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a9(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Agreement LSA or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the Agent’s or Lenders’ position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):LSA) any of the following: (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for the granting of Liens in favor of Agent, for itself and the benefit of Lenders; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockEquity Interests; or (v) the alteration of the voting rights with respect to the Stock Equity Interests of a Pledged Entity; and; (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Securities and Pledged Indebtedness to the extent not in violation of this Pledge Agreement or the Credit Agreement LSA other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares Securities or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral for its and Lender’s benefit, and shall, if received by such Pledgor, be received in trust for the benefit of AgentAgent and Lenders, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its the Borrower's Series B Preferred Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged EntityShares; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessShares, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. (a) As long as no Default event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing and until written notice the Pledgor shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the rightentitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own use all ordinary cash distributions paid or payable in cash in respect of the Pledged Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject to the lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to the Pledged Collateral, Interest or any part thereof for all purposes not inconsistent with the provisions of Loan Documents or this Pledge Agreement, the Credit Agreement or any other Loan Document; and provided, however, that no vote shall be cast, any and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets following (all of a which items constituting collectively the "Additional Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends Collateral"): distributions and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any the Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions Collateral shall remain subject be forthwith delivered to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted Pledgee to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold held as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Agentthe Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Agent the Pledgee as Additional Pledged Collateral in the same form as so received (with any necessary endorsement), forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee. (b) The Pledgee hereby agrees to execute and deliver (or cause to be executed and delivered) to the Pledgor all such instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights which it is entitled to exercise pursuant to the provisions hereof, and to receive the distribution payments which it is authorized to receive and retain pursuant to the provisions hereof.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to the Pledgor in accordance with Section 8(a) hereof: (a) , the Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Notes, the Other Notes and any other Loan Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any corporation listed on Schedule I, (ii) the consolidation or merger of a Pledged Entity any corporation listed on Schedule I with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany corporation or partnership listed on Schedule I, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any corporation listed in Schedule I or the issuance of any additional shares of its Stock; or capital stock, or (v) the alteration of the voting rights with respect to the Capital Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entitycorporation listed on Schedule I; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof the Pledgor, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Loan Agreement, and any other Loan DocumentAncillary Agreement; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless except as and to the extent expressly permitted by the Credit Loan Agreement):) (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any of the Subsidiaries, (ii) the consolidation or merger of a Pledged Entity any of the Subsidiaries with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany of the Borrowers, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any of the Subsidiaries or the issuance of any additional shares of its Stock; or any Borrower’s stock or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; andany of the Subsidiaries; (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Loan Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid paid, all rights to such distributions shall remain subject to the Lien created by this Agreement; Agreement and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged IndebtednessCollateral of Pledgor, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, for its benefit and the ratable benefit the Lenders, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Administrative Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Administrative Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Administrative Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Administrative Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Each Pledgor, as applicable, shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity other than into IES or a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other PersonPerson other than into IES or a Pledged Entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockcapital stock and/or other equity securities and ownership interests unless all such additional shares, capital stock, equity securities or ownership interests constitute Pledged Collateral and any certificates in respect thereof are promptly delivered to Agent; or (viv) the alteration of the voting rights with respect to the Stock capital stock and/or other equity securities and ownership interests of a Pledged Entity; and. (i) Pledgor Each Pledgor, as applicable, shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) a. Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Documentthereof; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of SCIL Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of SCIL Agent and Senior Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock to any Person other than Pledgor (and if to Pledgor, only so long as such additional shares are upon issuance promptly pledged to SCIL Agent); or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (CB) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all All dividends and interest other payments (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Senior Agent (or, after the Senior Lien Termination Date, to SCIL Agent) to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Senior Agent and SCIL Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to SCIL Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to the Pledgor in accordance with Section 8(a) hereof:, (a) the Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or Notes, the Other Notes and any other Loan Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Agent in respect of the Pledged Collateral or which would authorize, authorize or effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; any corporation listed on Schedule I, (ii) the consolidation or merger of a Pledged Entity any corporation listed on Schedule I with any other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entityany corporation or partnership listed on Schedule I, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity any corporation listed in Schedule I or the issuance of any additional shares of its Stock; or capital stock, or (v) the alteration of the voting rights with respect to the Capital Stock of a Pledged Entityany corporation listed on Schedule I; and (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (iib) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof the Pledgor, whenever paid or made, shall be delivered to the Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Loan Agreement or any other Loan Debt Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Personperson or entity; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralStock; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section SECTION 8(a) hereof: (a) Pledgor shall have the right, at any time and from time to time, to vote exercise any and give consents all voting and other consensual rights with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; providedPROVIDED, howeverHOWEVER, that no vote shall be cast, and no consent shall be given or action taken, which would have a material adverse effect on the effect of impairing the position or interest of Agent in respect value of the Pledged Collateral or which would authorize, effect or consent to (in each case, unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of sharesequity interests, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stockequity interests; or (v) the alteration of the voting rights with respect to the Stock equity interests of a Pledged Entity; and (i) Pledgor shall be entitled, at any time and from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Equity and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than OTHER THAN any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Equity in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause CLAUSE (i) above) and all other distributions in respect of any of the Pledged Shares Equity or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a9(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Loan Agreement):) any of the following: (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for the granting of Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and; (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Pledge Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stocksuch Pledged Entity's Stock or the issuance of any other interests convertible into or granting the right to purchase or receive any additional shares of stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and; (i) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its own use all cash dividends dividends, other distributions and interest paid in respect of the Pledged Shares and Pledged Indebtedness Collateral to the extent not in violation of the Credit Agreement other than any and all: (A) dividends dividends, other distributions and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends dividends, other distributions and interest (other than such cash dividends dividends, other distributions and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged CollateralCollateral owned by it, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which is not conditioned upon the satisfaction of the Termination Conditions or receipt of the consent or approval of the Required Lenders or all affected Lenders, as applicable, under the Credit Agreement if such vote would have the effect of impairing the position or interest of the Administrative Agent in respect of the Pledged Collateral (unless and to the extent expressly permitted by the Credit Agreement) or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person;; or (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of the Administrative Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (ib) each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent (A) the transaction or event which enabled such payment was not in violation of the Credit Agreement and (B) the payment thereof is not in violation of the Credit Agreement, other than any and all: (A) all dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofcontinuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof pledged by it hereunder for all purposes not inconsistent with the provisions of this Agreement, the Credit Purchase Agreement or any other Loan Transaction Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which that would have the effect of impairing the position or interest of Agent Investors in respect of the such Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementPurchase Agreement or as contemplated by the Agreement and Plan of Merger with Jaguar Acquisition Corporation): (i) the dissolution or liquidation, in whole or in part, of a Pledged EntityCompany; (ii) the consolidation or merger of a Pledged Entity Company with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged EntityCompany, except for Liens in favor of AgentInvestors and any other Permitted Liens; (iv) any change in the authorized number of sharesshares of, the amount of interest in, or the stated capital or the authorized share capital of a Pledged Entity of, Company or the issuance of any additional shares of or interests in its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; andCompany. (ib) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest other distributions paid in respect of the Pledged Shares and Pledged Indebtedness Stock pledged by it hereunder to the extent not in violation of the Credit Agreement other than Purchase Agreement, except for any and all: (Ai) dividends and interest other distributions paid or payable other than in cash in respect of any such Pledged Collateral, and instruments Collateral and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any such Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged EntityCompany; and (Ciii) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any such Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien in favor of Investors created by this Agreement; andAgreement and the other Transaction Documents. (iic) all All dividends and interest other distributions in respect of any of the Pledged Stock (other than such cash dividends and interest other distributions as are permitted to be paid to Pledgor in accordance with clause (iSection 8(b) above) , which dividends and all other distributions in respect shall be free of any Lien in favor of the Pledged Shares or Pledged IndebtednessInvestors thereon upon receipt thereof by Pledgor), whenever paid or made, shall be delivered to Agent Investors to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of AgentInvestors, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent Investors as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).

Pledgor’s Rights. (a) As long as no Default event of default in the prompt payment and performance of any of the Secured Obligations or the breach by the Pledgor of any of the terms or provisions of this Pledge Agreement (each, an "Event of Default") or event which but for the passage of time or giving of notice would constitute an Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Pledgor shall be entitled, from time to time, (i) subject to Section 6 of the Revolving Credit Agreement, to collect and receive for its own use all ordinary cash dividends and interest distributions paid or payable in cash in respect of the Pledged Shares and Pledged Indebtedness Collateral pursuant to its terms, provided, however, that until actually paid all rights to such distributions shall remain subject to the extent lien created by this Pledge Agreement, and (ii) to vote and give consents with respect to any securities included in the Pledged Collateral for all purposes not in violation inconsistent with the Loan Documents or this Pledge Agreement; and provided, however, that any and all of the Credit Agreement other than any and all: following (A) dividends all of which items constituting collectively the "Additional Pledged Collateral"): distributions and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any the Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions Collateral shall remain subject be forthwith delivered to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted Pledgee to be paid to Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold held as Additional Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Agentthe Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Agent the Pledgee as Additional Pledged Collateral in the same form as so received (with any necessary endorsement), forms of assignment and other documents of transfer as the Pledgee may request) and, provided, however, that if an Event of Default shall have occurred and be continuing, the Pledgor shall cooperate with the Pledgee (including the giving of instructions to the Company) to cause all payments and distributions of such Additional Pledged Collateral to be delivered directly to the Pledgee. (b) The Pledgee hereby agrees to execute and deliver (or cause to be executed and delivered) to the Pledgor all such instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the rights which it is entitled to exercise pursuant to the provisions hereof, and to receive the distribution payments which it is authorized to receive and retain pursuant to the provisions hereof.

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) Pledgor shall have the right, from time to time, right to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement Note or any other Loan Documentdocument executed in connection therewith; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent Secured Party in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and only to the extent expressly permitted by the Credit AgreementNote): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance by a Pledged Entity of any additional shares of its Stockstock; or (v) the alteration of the voting rights with respect to the Stock stock of a Pledged Entity; and (ib) Pledgor shall be entitled, from time to time, entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement Note other than any and all: (Ai) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Ciii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (iSection 7(b) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent Secured Party to hold as Pledged Collateral for itself, and shall, if received by Pledgor, be received in trust for the benefit of AgentSecured Party, be segregated from the other property or funds of Pledgor, Pledgor and be forthwith delivered to Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereof: (a) a. Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with prohibited under the provisions of this Agreement, the Credit Agreement Agreement, the Master Lease or any other Loan Operative Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementAgreement or the Master Lease): (i) i. the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) . the consolidation or merger of a Pledged Entity with any other Person; (iii) . the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentAgent or as otherwise permitted under the terms of the Credit Agreement or the Master Lease; (iv) . any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) v. the alteration of the voting rights with respect to the Stock of a Pledged Entity; and. (i) b. Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement or the Master Lease other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property receivedreceived other than cash, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralShares; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) c. all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (ib) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As So long as no Default or Event of Default shall ---------------- have occurred and be continuing and until written notice shall be given to any Pledgor in accordance with Section 8(a) hereof:): (a) Each Pledgor shall have the right, from time to time, right to vote and give consents with respect to the Pledged Collateral, Collateral pledged by it hereunder or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Loan Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent -------- shall be given or action taken, which that would have the effect of impairing the position or interest of Agent Bank in respect of the Pledged Collateral or which that would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementLoan Agreement or consented to by Bank): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentBank; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and. (ib) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares Stock and Pledged Indebtedness pledged by it hereunder to the extent not in violation of the Credit Agreement other than Loan Agreement, except for any and all: (Ai) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any such Pledged Shares Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (Ciii) cash paid, payable or otherwise distributed, distributed in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided, however, that until actually paid all -------- rights to such distributions shall remain subject to the Lien in favor of Bank created by this Agreement; andAgreement and the other Loan Documents. (iic) all All dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (iSection 7(b) above) and all other distributions in respect of any of the Pledged Shares Stock or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent Bank to hold as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of AgentBank, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor Pledgors in accordance with Section 8(a) hereof: (a) Pledgor Pledgors shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit AgreementAgreement or consented to by Agent): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its Stock; or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and; (ib) Pledgor Pledgors shall be entitled, from time to time, to collect and receive for its thiee own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (iic) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor Pledgors in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by PledgorPledgors, be received in trust for the benefit of Agent, be segregated from the other property or funds of PledgorPledgors, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have occurred and be continuing and until written notice shall be given to Pledgor the Pledgors in accordance with Section 8(a) hereof: (a) Each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of adversely impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement): (i) the dissolution or liquidation, in whole or in part, of a Pledged Entity; (ii) the consolidation or merger of a Pledged Entity with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a Pledged Entity, except for Liens in favor of AgentAgent and Liens permitted to exist on the Pledged Collateral under the Credit Agreement; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a Pledged Entity or the issuance of any additional shares of its StockStock subject to Section 6(d); or (v) the alteration of the voting rights with respect to the Stock of a Pledged Entity; and (i) Each Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Agreement other than any and all: (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided, however, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to each Pledgor in accordance with clause (i) above) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtedness, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).

Pledgor’s Rights. As long as no Default or Event of Default shall have has occurred and be continuing and until written notice shall be given to Pledgor in accordance with Section 8(a) hereofis continuing: (a) Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Collateral, Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of Agent in respect of the Pledged Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Credit Agreement):the (i) the dissolution or liquidation, in whole or in part, of a the issuer of Pledged Entity; Shares, (ii) the consolidation or merger of a the issuer of Pledged Entity Shares with any the other Person; , (iii) the sale, disposition or encumbrance of all or substantially all of the assets of a the issuer of Pledged EntityShares, except for Liens in favor of Agent; (iv) any change in the authorized number of shares, the stated capital or the authorized share capital of a the issuer of Pledged Entity Shares or the issuance of any additional shares of its Stock; or the issuer, or (v) the alteration of the voting rights with respect to the Stock capital stock of a Pledged Entity; andthe issuer. (i) Pledgor shall be entitled, from time to time, to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Shares and Pledged Indebtedness to the extent not in violation of the Credit Loan Agreement other than any and all: all (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , (B) dividends and other distributions paid or payable in cash in respect of any Pledged Shares Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in capital of a Pledged Entity; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or distributed in redemption of, or in exchange for, any Pledged Collateral; providedPROVIDED, howeverHOWEVER, that until actually paid all rights to such distributions shall remain subject to the Lien created by this Agreement; and (ii) all dividends and interest (other than such cash dividends and interest as are permitted to be paid to Pledgor in accordance with clause (i) aboveSection 6(b)(i)) and all other distributions in respect of any of the Pledged Shares or Pledged Indebtednessof Pledgor, whenever paid or made, shall be delivered to Agent to hold as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Agent, for its benefit and the ratable benefit of Lenders, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).