Common use of Right to Receive Distributions on Pledged Collateral; Voting Clause in Contracts

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower shall be entitled 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. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsement). (iv) OXiGENE shall execute and deliver (or cause to be executed and delivered) to the Borrower all such proxies, powers of attorney, consents, ratification and waivers and other instruments as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraphs (ii) and (iii)above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iii) shall cease, and all such rights shall thereupon become vested in OXiGENE which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 64 1(b) shall be received in trust for the benefit of OXiGENE, shall be segregated from other funds of the Borrower and shall be forthwith paid over to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with permitted by the terms of this Agreement. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect principal paid in cash on the Pledged Shares to the Pledged Collateralextent and only to the extent that such cash dividends, provided, however, that any interest and all (A) dividends and interest paid or payable other than in cash in respect ofprincipal are permitted by, and instruments otherwise paid in accordance with, applicable laws. Other than pursuant to the first sentence of this paragraph (a)(ii), all principal, all noncash dividends, interest and other property receivedprincipal, receivable or otherwise distributed in respect ofand all dividends, or in exchange for, any Pledged Collateral, (B) dividends interest and other distributions principal paid or payable in cash in respect of any Pledged Collateral or otherwise in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-in surplus, and (C) cash paid, payable and all other distributions made on or otherwise distributed in respect of principal ofPledged Shares, whether paid or payable in redemption ofcash or otherwise, whether resulting from a subdivision, combination or reclassification or received in exchange for Pledged Shares or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets or otherwise, any Pledged shall be and become part of the Collateral, and, if received by the Pledgor, shall benot be commingled by the Pledgor with any of his other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Pledgee and shall be forthwith delivered to OXiGENE to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral Pledgee in the same form as so in which received (with any necessary endorsement). (iviii) OXiGENE The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower Pledgor to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 4(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Pledgee which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph (i) of this Section 64 1(b4(b) shall be received in trust for the benefit of OXiGENEthe Pledgee, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over to OXiGENE the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). After all Events of Default have been cured or waived, the Pledgee shall repay to the Pledgor an amount equal to the excess, if any, of (A) the aggregate amount of any dividends and interest payments actually collected by the Pledgee under clauses (i) and (ii) of this Section 4(b) over (B) the aggregate amount of such dividends and interest payments applied by the Pledgee pursuant to Section 8. (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the BorrowerDefault, all rights of the Borrower Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6.1(a)(i4(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who the Pledgee, which shall thereupon have the sole right to exercise such voting and other consensual rights. After all Events of Default have been cured or waived, the Pledgor will have the right to exercise the voting and consensual rights and powers to which it would otherwise be entitled pursuant to the terms of paragraph 4(a)(i).

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower the Pledgor shall be entitled 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 Pledge Agreement or the Credit Agreement; provided, however, that, unless otherwise prohibited by applicable law, the Pledgor shall not exercise or refrain from exercising any such right if, in the Lender's reasonable judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof, and, provided further, that, with respect to extraordinary corporate matters, the Pledgor shall give the Lender at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other payments and distributions made upon or with respect to the Pledged Collateral, ; provided, however, that any and all (A1) dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B2) 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 or in connection with a reduction of or capital, capital surplus or paid-in-surplus, and (C3) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Lender to hold as, as Pledged Collateral or to pay amounts owing under the ESOP Note and shall, if received by the BorrowerPledgor, be received in trust for the benefit of OXiGENEthe Lender, be segregated from the other property or funds of the Borrower Pledgor and be forthwith delivered to OXiGENE the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iviii) OXiGENE The Lender shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification and ratifications, waivers and other instruments as the Borrower Pledgor may reasonably request for to enable the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All Unless otherwise prohibited by applicable law, all rights of the Borrower Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to paragraph 5.1(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiparagraph 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Lender which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph 5.1 (a) (i) of this Section 64 1(b) shall be received in trust for the benefit of OXiGENEthe Lender, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over delivered to OXiGENE the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with permitted by the terms of this Agreement, the Credit Agreement and the other Loan Documents. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect principal paid in cash on the Pledged Securities to the Pledged Collateralextent and only to the extent that such cash dividends, provided, however, that any interest and all (A) dividends and interest paid or payable other than in cash in respect ofprincipal are permitted by, and instruments otherwise paid in accordance with, the terms and other property receivedconditions of the Credit Agreement and applicable laws. Other than pursuant to the first sentence of this paragraph (a)(ii), receivable or otherwise distributed in respect ofall principal, or in exchange forall noncash dividends, any Pledged Collateral, (B) dividends interest and other distributions principal, and all dividends, interest and principal paid or payable in cash in respect of any Pledged Collateral or otherwise in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-in surplus, and (C) cash paid, payable and all other distributions made on or otherwise distributed in respect of principal ofPledged Securities, whether paid or payable in redemption ofcash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the Borrower or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which the Borrower may be a party or otherwise, any Pledged shall be and become part of the Collateral, and, if received by the Pledgor, shall benot be commingled by the Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Agent and shall be forthwith delivered to OXiGENE to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral Agent in the same form as so in which received (with any necessary endorsement). (iviii) OXiGENE The Agent shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor 7 11 may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower Pledgor to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Agent which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph (i) of this Section 64 1(b5.01(b) shall be received in trust for the benefit of OXiGENEthe Agent, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over to OXiGENE the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) : The Borrower shall be entitled 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 Pledge Agreement. (iii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the The Borrower shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Lender to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENEthe Lender, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (ivii) OXiGENE The Lender shall execute and deliver (or cause to be executed and delivered) to the Borrower all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (iiii) All rights of the Borrower to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Lender which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (iiiv) All dividends and interest payments which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 64 1(b5.01(b) shall be received in trust for the benefit of OXiGENEthe Lender, shall be segregated from other funds of the Borrower and shall be forthwith paid over to OXiGENE the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Pledgor shall be entitled 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 Pledge Agreement or the Loan Agreement. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Bank to hold as, Pledged Collateral and shall, if received by the BorrowerPledgor, be received in trust for the benefit of OXiGENEthe Bank, be segregated from the other property or funds of the Borrower Pledgor and be forthwith delivered to OXiGENE the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement). (iviii) OXiGENE The Bank shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor may reasonably request for the purpose of enabling each the Borrower Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower Pledgor to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 5.2(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Bank which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph (i) of this Section 64 1(b5.2(b) shall be received in trust for the benefit of OXiGENEthe Bank, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over to OXiGENE the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE the Bank to the BorrowerPledgor, all rights of the Borrower Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i5.2(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who the Bank which shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) : The Borrower shall be entitled 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 Pledge Agreement. (iii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the The Borrower shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Lender to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENEthe Lender, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (ivii) OXiGENE The Lender shall execute and deliver (or cause to be executed and delivered) to the Borrower all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iii) shall cease, and all such rights shall thereupon become vested in OXiGENE which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 64 1(b) shall be received in trust for the benefit of OXiGENE, shall be segregated from other funds of the Borrower and shall be forthwith paid over to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Interests or any part thereof for any purpose not inconsistent with permitted by the terms of this Pledge Agreement and the Credit Agreement. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect principal paid in cash on the Pledged Securities to the Pledged Collateralextent and only to the extent that such cash dividends, provided, however, that any interest and all (A) dividends and interest paid or payable other than in cash in respect ofprincipal are permitted by, and instruments otherwise paid in accordance with, the terms and other property received, receivable or otherwise distributed in respect ofconditions of the Credit Agreement and applicable laws. Other than pursuant to the first sentence of this paragraph (a)(ii), or in exchange foras otherwise permitted to be retained by a Pledgor pursuant to the Credit Agreement, any Pledged Collateral, (B) dividends all principal, all noncash dividends, interest and other distributions principal, and all dividends, interest and principal paid or payable in cash in respect of any Pledged Collateral or otherwise in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-in surplus, and (C) cash paid, payable and all other distributions made on or otherwise distributed in respect of principal ofPledged Securities, whether paid or payable in redemption ofcash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged shall be and become part of the Collateral, and, if received by a Pledgor, shall benot be commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Agent and shall be forthwith delivered to OXiGENE to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral Agent in the same form as so in which received (with any necessary endorsement). (iviii) OXiGENE The Agent shall execute and deliver (or cause to be executed and delivered) to the Borrower each Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower each Pledgor may reasonably request for the purpose of enabling the Borrower each Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower any Pledgor to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 5.1(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Agent which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower any Pledgor contrary to the provisions of paragraph (i) of this Section 64 1(b5.1(b) shall be received in trust for the benefit of OXiGENEthe Agent, shall be segregated from other funds of the Borrower such Pledgor and shall be forthwith paid over to OXiGENE the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the BorrowerDefault, all rights of the Borrower each Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6.1(a)(i5.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Unless and until (i) an Event of Default shall have occurred and be continuing:continuing and (ii) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) The Borrower Each Loan Party shall be entitled to exercise any and all voting voting, management, administration and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; provided, however, that each Loan Party shall give the Collateral Agent at least three days’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Loan Party shall exercise or refrain from exercising any such right if, in the Collateral Agent’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Loan Document, or would have the effect of impairing the position or interests of the Collateral Agent hereunder or thereunder. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower Each Loan Party shall be entitled to receive and retain any and all dividends, interest interest, distributions, cash, instruments and other payments and distributions made upon or with in respect to of the Pledged Collateral, ; provided, however, that any and all: (A) dividends and interest additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial Shares, Pledged LLC Interests or total liquidation Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, similar rearrangement; and (CB) cash paidall other or additional stock, payable other securities, limited liability company membership interests, partnership interests, promissory notes or otherwise distributed other instruments or property which may be paid in respect of principal ofthe Collateral by reason of any consolidation, in redemption ofmerger, exchange of shares, conveyance of assets, liquidation or in exchange for, any Pledged Collateral, shall be, and similar reorganization; (iii) shall be forthwith delivered Delivered to OXiGENE the Collateral Agent or its nominee or custodian to hold as, Pledged as Collateral and shall, if received hereunder to the extent required by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 4.01. (iv) OXiGENE shall The Collateral Agent shall, upon receiving a written request from any Loan Party accompanied by a certificate signed by an authorized officer of such Loan Party stating that no Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to the Borrower such Loan Party or as specified in such request all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower such Loan Party may reasonably request for the purpose of enabling the Borrower such Loan Party to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, interest, distributions, cash, instruments or interest other payments or distributions in respect of any of the Pledged Collateral which he is authorized to receive and retain pursuant to paragraphs (ii) and (iii)aboveregistered in the name of the Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault under Section 8.01(f) of the Credit Agreement or any other Event of Default in respect of which the Collateral Agent has given the Loan Parties notice as required by Section 5.01(a) and notice to such Loan Party hereof: (i) All rights of the Borrower each Loan Party to receive the dividends dividends, interest, distributions, cash, instruments and interest other payments and distributions which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and interest paymentsother cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends dividends, interest, distributions, cash, instruments and interest other payments and distributions which are received by the Borrower any Loan Party contrary to the provisions of paragraph (i) of this Section 64 1(b5.01(b) shall be received in trust for the benefit of OXiGENEthe Collateral Agent, shall be segregated from other property or funds of the Borrower such Loan Party and shall be forthwith paid over to OXiGENE as Pledged Collateral Delivered, in the same form as so received (with any necessary endorsement)to the Collateral Agent or its nominee or custodian to hold as Pledged Collateral. (c) Upon the occurrence and during the continuance of an Event of Default and upon reasonable notice by OXiGENE the Collateral Agent to the Borrowera Loan Party, all rights of the Borrower such Loan Party to exercise the voting voting, management, administration and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6.1(a)(i5.01(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE the Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Loan Party shall take all actions as may be necessary or appropriate to effect such right of the Collateral Agent.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuingoccurred: (i) The Borrower Pledgor shall be entitled 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 Pledge Agreement. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions made upon or with respect to the Pledged CollateralCollateral (except any stock or liquidating dividend, provided, however, that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and which shall be forthwith delivered paid directly to OXiGENE to hold as, Pledged Collateral and shall, if received by the Borrower, be received in trust for the benefit of OXiGENE, be segregated from the other property or funds of the Borrower and be forthwith delivered to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsementLender). (iviii) OXiGENE The Lender shall execute and deliver (deliver, or cause to be executed and delivered) , to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he the Pledgor is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower Pledgor to exercise the voting and other consensual rights which the Pledgor would otherwise be entitled to exercise pursuant hereto and to receive the dividends and interest payments which he the Pledgor would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iii) hereto shall cease, and all such rights shall thereupon become vested in OXiGENE which the Lender who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph (iii) of this Section 64 1(b) shall be received in trust for the benefit of OXiGENEthe Lender, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over to OXiGENE the Lender as Pledged Collateral in the same form as so received (received, with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Pledgor shall be entitled 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 Base Agreement or the Credit Agreement; provided, however, that the Pledgor shall give the Provider at least five days’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right and the Pledgor shall not exercise or refrain from exercising any such right if, in the Provider’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividendsdistributions, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends any and all distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Provider to hold as, Pledged Collateral and shall, if received by the BorrowerPledgor, be received in trust for the benefit of OXiGENEthe Provider, be segregated from the other property or funds of the Borrower Pledgor and be forthwith delivered to OXiGENE the Provider as Pledged Collateral in the same form as so received (with any necessary endorsement). (iviii) OXiGENE The Provider shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends distributions or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower Pledgor to receive the dividends distributions and interest payments which he it would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iiiSection 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in OXiGENE the Provider which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends distributions and interest payments. (ii) All dividends distributions and interest payments which are received by the Borrower Pledgor contrary to the provisions of paragraph (i) of this Section 64 1(b5.01(b) shall be received in trust for the benefit of OXiGENEthe Provider, shall be segregated from other funds of the Borrower Pledgor and shall be forthwith paid over to OXiGENE the Provider as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.

Right to Receive Distributions on Pledged Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) The Borrower Pledgor shall be entitled 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 Credit Agreement; provided, however, that the Pledgor shall give the Secured Party at least five days’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right and the Pledgor shall not exercise or refrain from exercising any such right if, in the Secured Party’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) With respect to the Pledged Shares, any cash dividends shall be paid to the Borrower, and any stock dividends shall remain in the possession of OXiGENE together with, and be treated in the same manner as, the Pledged Shares and shall become additional Pledged Shares. (iii) With respect to Pledged Collateral other than the Pledged Shares, the Borrower The Pledgor shall be entitled to receive and retain any and all dividendsdistributions, interest and other payments and distributions made upon or with respect to the Pledged Collateral, provided, however, that any and all (A) dividends any and all distributions and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (B) 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 or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (C) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to OXiGENE the Secured Party to hold as, Pledged Collateral and shall, if received by the BorrowerPledgor, be received in trust for the benefit of OXiGENEthe Secured Party, be segregated from the other property or funds of the Borrower Pledgor and be forthwith delivered to OXiGENE the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (iviii) OXiGENE The Secured Party shall execute and deliver (or cause to be executed and delivered) to the Borrower Pledgor all such proxies, powers of attorney, consents, ratification ratifications and waivers and other instruments as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends distributions or interest payments which he it is authorized to receive and retain pursuant to paragraphs paragraph (ii) and (iii)aboveabove. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Borrower to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Sections 6.1(a)(ii) and (iii) shall cease, and all such rights shall thereupon become vested in OXiGENE which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 64 1(b) shall be received in trust for the benefit of OXiGENE, shall be segregated from other funds of the Borrower and shall be forthwith paid over to OXiGENE as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Upon the occurrence and during the continuance of an Event of Default and upon notice by OXiGENE to the Borrower, all rights of the Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6.1(a)(i) shall cease, and all such rights shall thereupon become vested in OXiGENE who shall thereupon have the sole right to exercise such voting and other consensual rights.