Common use of Pledgor’s Rights Clause in Contracts

Pledgor’s Rights. So long as no Event of Default shall have occurred and be continuing: (a) Pledgor shall have the 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 Pledge Agreement and the Loan 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 Lender in respect of the Pledged Collateral. (b) Pledgor shall be entitled to collect and receive for such Pledgor’s own use, and shall not be required to pledge pursuant to Section 2 above, any cash dividends, proceeds or distributions paid in respect of the Pledged Interests, except such dividends, proceeds or distributions as are prohibited under the Loan Agreement or any other Loan Document; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds or distributions shall remain subject to the lien created by this Pledge Agreement. All dividends, proceeds or distributions in respect of any of the Pledged Interests of such Pledgor whenever paid or made (other than such cash dividends, proceeds or distributions as are permitted to be paid to such Pledgor in accordance with this clause (b)) shall be delivered to Lender to hold as Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender as Pledged Collateral.

Pledgor’s Rights. So long as no (a) Unless an Event of Default shall have occurred and be continuing: (a) , each Pledgor shall have be entitled to receive and retain any and all distributions paid in respect of the right to vote Partnership Interests (whether in cash or other property) free and give consents with respect to clear of the Pledged Collateral or any part thereof for all purposes not inconsistent Lien created by this Agreement and in accordance with the provisions of this Pledge Agreement Loan Documents and the Loan Partnership Agreement; provided, however, that, if received by any Pledgor, any and all (i) distributions paid or payable in respect of the Partnership Interests in connection with (A) any partial or total liquidation or dissolution of Borrower, (B) any distributions of capital of Borrower (other than distributions made pursuant to the Loan Documents), or (C) any reorganization of Borrower, and (ii) property paid or payable or otherwise distributed in redemption of, or in exchange for, the property in clause (i) of this Section 2.3(a), shall be included as Pledged Collateral, shall be segregated from other property and funds of such Pledgor, and shall forthwith be delivered to Secured Party in the same form as so received (together with any necessary transfer documents or endorsements) to hold as Pledged Collateral. Upon the occurrence and during the continuation of an Event of Default, each Pledgor’s rights under this Section 2.3 shall cease and all such rights shall become vested in Secured Party, who thereupon shall have the sole right to receive and hold such distributions as Pledged Collateral. (b) Unless an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to exercise all voting, management, consent, ratification, waiver, and other rights with respect to the Partnership Interests for any purpose not inconsistent with the terms of this Agreement or any of the other Loan Documents; provided, that no vote shall be cast, right exercised or action taken that would result in a material violation of the Partnership Agreement, unless so required by applicable Law. Upon the occurrence and no consent during the continuation of an Event of Default and upon a written notice by Secured Party to Pledgors, each Pledgor’s voting, management, consent, ratification, waiver, and other rights with respect to the Partnership Interests that each Pledgor would otherwise be entitled to exercise shall cease and such rights shall be given or action takenvested in Secured Party, which would who thereupon shall have the effect of impairing the position sole right to exercise or interest of Lender in respect of the Pledged Collateralrefrain from exercising such rights. (bc) Pledgor shall be entitled to collect All distributions and receive for such Pledgor’s own use, and shall not be required to pledge pursuant to Section 2 above, other funds received by any cash dividends, proceeds or distributions paid in respect of the Pledged Interests, except such dividends, proceeds or distributions as are prohibited under the Loan Agreement or any other Loan Document; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds or distributions shall remain subject to the lien created by this Pledge Agreement. All dividends, proceeds or distributions in respect of any of the Pledged Interests of such Pledgor whenever paid or made (other than such cash dividends, proceeds or distributions as are permitted to be paid to such Pledgor in accordance with violation of this clause (b)) Agreement shall be delivered to Lender to hold as Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of LenderSecured Party, shall be segregated from the such Pledgor’s other property or and funds of such Pledgor, and shall be forthwith delivered paid to Lender Secured Party in the same form as so received (together with any necessary transfer documents and endorsements) as Pledged Collateral.

Pledgor’s Rights. So 6.1 As long as no default or Event of Default shall have occurred and be continuing: (a) , Pledgor shall have the right right, from time to time, to vote and give consents with respect to the Pledged Collateral Interests or any part thereof for all purposes not inconsistent with the provisions of this Pledge Agreement and or the Loan Agreementother Transaction Documents; provided, however, that no vote shall be castcast by Pledgor, and no consent shall be given or action takentaken by Pledgor, which would have the effect of impairing the position or interest of Lender Pledgee in respect of the Pledged Collateral. (b) Pledgor shall be entitled to collect and receive for such Pledgor’s own useInterests or which would authorize or effect the dissolution or liquidation, and shall not be required to pledge pursuant to Section 2 abovein whole or in part, any cash dividends, proceeds or distributions paid in respect of the issuer of the Pledged Interests. No vote shall be cast by Pledgor, except such dividendsand no consent shall be given or action taken by Pledgor, proceeds which would authorize or distributions as are prohibited under effect any change in the Loan Agreement or any other Loan Document; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds or distributions shall remain subject to the lien created by this Pledge Agreement. All dividends, proceeds or distributions in respect of any interest issued by the issuer of the Pledged Interests or the issuance of any additional interests unless such changed interests or such additional interests are pledged to Pledgee pursuant to a Pledge Agreement in the form of this Agreement. 6.2 Unless and until an Event of Default shall have occurred and be continuing, Pledgor whenever shall be permitted to control the direction of and/or receive all cash distributions paid to it or made (other than its designees by issuers of Pledged Interests in accordance with the governing documents of the issuers of Pledged Interests. At such time as an Event of Default has occurred and is continuing, Pledgee shall control the direction of and/or receive the cash dividends, proceeds or distributions as are permitted to be paid to such Pledgor by the issuers of Pledged Interests in accordance with this clause (b)) shall be delivered to Lender to hold as the governing documents of the issuers of Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender as Pledged CollateralInterests.

Pledgor’s Rights. So long as no Event of Default shall have occurred and be continuing: (ai) Pledgor Pledgors shall have the right be entitled to vote exercise any and give consents with respect all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for all purposes any purpose not inconsistent with the provisions terms of this Pledge Agreement and or the Loan AgreementIndenture; provided, however, that no vote Pledgor shall exercise or refrain from exercising any such right if Secured Party shall have notified such 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 each Pledgor shall give Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (1) the voting by a Pledgor of any Pledged Shares for or a Pledgor's consent to 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) a Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Indenture shall be castdeemed 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) Pledgors shall be given or action takenentitled to receive and retain, which would have and to utilize free and clear of the effect lien of impairing the position or this Agreement, any and all dividends and interest of Lender paid in respect of the Pledged Collateral. (b) Pledgor shall be entitled to collect and receive for such Pledgor’s own use, and shall not be required to pledge pursuant to Section 2 above, any cash dividends, proceeds or distributions paid in respect of the Pledged Interests, except such dividends, proceeds or distributions as are prohibited under the Loan Agreement or any other Loan Document; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds and all 6 7 (A) dividends and interest paid or distributions shall remain subject to the lien created by this Pledge Agreement. All dividends, proceeds or distributions payable other than in cash in respect of any of the Pledged Interests of such Pledgor whenever paid or made (other than such cash dividendsof, proceeds or distributions as are permitted to be paid to such Pledgor in accordance with this clause (b)) shall be delivered to Lender to hold as Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of Lender, be segregated from the instruments and other property received, receivable or funds of such Pledgorotherwise distributed in respect of, and be forthwith delivered to Lender as or in exchange for, any Pledged Collateral.,

Pledgor’s Rights. So long as no (a) Unless an Event of Default shall have occurred and be continuing:, each Pledgor shall be entitled to receive and retain any and all distributions paid in respect of its Membership Interests or Partnership Interests (in each case, whether in cash or other property) free and clear of the Lien created by this Agreement and in accordance with the Loan Documents, the LLC Agreement or the Partnership Agreement, as applicable; provided, however, that any and all (ai) Pledgor distributions paid or payable in respect of the Membership Interests or the Partnership Interests, as applicable, in connection with (A) any partial or total liquidation or dissolution of OCGP or the USA Sub, as applicable, (B) any distributions of capital of OCGP or the USA Sub, as applicable, (other than distributions made pursuant to the Loan Documents), and (C) any reorganization of OCGP or the USA Sub, as applicable; and (ii) property paid or payable or otherwise distributed in redemption of, or in exchange for, the property in clause (i) of this Section 2.3, if received by either Pledgor, shall be included as Pledged Collateral, shall be segregated from other property and funds of such Pledgor, and shall forthwith be delivered to Secured Party in the same form as so received (together with any necessary transfer documents of endorsements) to hold as Pledged Collateral. Upon the occurrence and during continuation of an Event of Default, all of such Pledgor’s rights under this Section 2.3 shall cease and all such rights shall become vested in Secured Party, who thereupon shall have the sole right to vote receive and give consents hold such distributions as Pledged Collateral. (b) Unless an Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to exercise all voting, consent, ratification, waiver, and other rights with respect to the Pledged Collateral or its Membership Interests and its Partnership Interests for any part thereof for all purposes purpose not inconsistent with the provisions terns of this Pledge Agreement and or any of the other Loan AgreementDocuments; provided, however, that no vote shall be cast, right exercised or action taken that would result in a material violation of the LLC Agreement or the Partnership Agreement, unless so required by applicable Law. Upon the occurrence and no consent during the continuation of an Event of Default and upon a written notice by Secured Party to either Pledgor, all of such Pledgor’s voting , consent, ratification, waiver, and other rights with respect to the Membership Interests or the Partnership Interests, as applicable, that such Pledgor would otherwise be entitled to exercise shall cease and such rights shall be given or action takenvested in Secured Party, which would who thereupon shall have the effect of impairing the position sole right to exercise or interest of Lender in respect of the Pledged Collateralrefrain from exercising such rights. (bc) Pledgor shall be entitled to collect All distributions and receive for such Pledgor’s own use, and shall not be required to pledge pursuant to Section 2 above, any cash dividends, proceeds or distributions paid in respect of the Pledged Interests, except such dividends, proceeds or distributions as are prohibited under the Loan Agreement or any other Loan Document; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds or distributions shall remain subject to the lien created funds received by this Pledge Agreement. All dividends, proceeds or distributions in respect of any of the Pledged Interests of such Pledgor whenever paid or made (other than such cash dividends, proceeds or distributions as are permitted to be paid to such either Pledgor in accordance with violation of this clause (b)) Agreement shall be delivered to Lender to hold as Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of LenderSecured Party, shall be segregated from the any such Pledgor’s other property or and funds of such Pledgor, and shall be forthwith delivered paid to Lender Secured Party in the same form as so received (together with any necessary transfer documents and endorsements) as Pledged Collateral.

Pledgor’s Rights. So long as no Event of Default shall have occurred and be continuing: (a) Pledgor shall have the right 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 (i) the dissolution or liquidation, in whole or in part, of TMCL; (ii) the consolidation or merger of TMCL with any other Person; (iii) a change in the provisions domicile or the reorganization of this Pledge Agreement and TMCL; (iv) the Loan Agreement; providedsale, howeverdisposition, that no vote shall be cast, and no consent shall be given or action taken, which would have the effect encumbrance of impairing the position all or interest of Lender in respect substantially all of the Pledged Collateral.assets of TMCL; (v) any change in the authorized number of shares, the stated capital, or the authorized share capital of TMCL or the issuance of any additional shares of stock of TMCL; or (vi) the alteration of the voting rights with respect to shares of TMCL; and (b) Pledgor shall be entitled entitled, from time to time, and subject to the terms of this Pledge Agreement, including, without limitation, Section 5, and the Loan Documents to collect and receive for such Pledgor’s own use, and shall not be required to pledge pursuant to Section 2 above3, any cash dividends, proceeds or distributions dividends paid in respect of the Pledged InterestsShares, except such dividends, proceeds or distributions as are except: (i) cash dividends prohibited under the Loan Credit Agreement or any other Loan Document; and (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution; provided, however, that until the Obligations are actually paid, all rights to any such permitted dividends, proceeds or distributions dividends shall remain subject to the lien Lien created by this Pledge Agreement. All dividends, proceeds or distributions in respect of any of the Pledged Interests of such Pledgor whenever paid or made dividends (other than such cash dividends, proceeds or distributions dividends as are permitted to be paid to such Pledgor in accordance with this clause (b)) and all other distributions in respect of any of the Pledged Shares of Pledgor whenever paid or made, shall be delivered to Lender Banks and Agent to hold as Pledged Collateral and shall, if recovered by such Pledgor, be received in trust for the benefit of LenderBanks and Agent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender Banks and Agent as Pledged Collateral.

Pledgor’s Rights. So long as no Event of Default shall have occurred Prior to the Forbearance Date and be continuinguntil the Termination Date: (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 Pledge Agreement and the Loan 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 Lender Pledgee in respect of the Pledged Collateral.; and (b) Pledgor shall be entitled entitled, from time to time, to collect and receive for such Pledgor’s their own use, and shall not be required to pledge pursuant to Section 2 above, any use all cash dividends, proceeds or distributions principal and interest paid in respect of the Pledged Interests, except such dividends, proceeds or distributions as are prohibited under the Loan Agreement or any other Loan DocumentShares; provided, however, that until the Obligations are actually paid, paid all rights to any such permitted dividends, proceeds or distributions shall remain subject to the lien Lien created by this Pledge Agreement. All dividends; and (c) other than as set forth in Section 7(b) above, proceeds or all dividends and interest and all other distributions in respect of any of the Pledged Interests of such Pledgor Shares, whenever paid or made (other than such cash dividendsmade, proceeds or distributions as are permitted to the extent constituting Pledged Collateral required to be paid to such Pledgor in accordance with this clause (b)) delivered hereunder, shall be delivered to Lender Pledgee to hold as Pledged Collateral and shall, if recovered received by such Pledgor, be received in trust for the benefit of LenderPledgee, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender Pledgee as Pledged CollateralCollateral in the same form as so received (with any necessary indorsement).