Common use of Special Provisions Relating to Equity Collateral Clause in Contracts

Special Provisions Relating to Equity Collateral. (i) The Borrower shall cause the Equity Collateral to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests of each Project Company then outstanding and owned by the Borrower. (ii) So long as no Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligations is incurred; provided, however, that the Borrower shall not vote the Equity Collateral in any manner that is inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent shall, at the Borrower’s expense, execute and deliver to the Borrower or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.6(d). (iii) If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower shall be entitled to receive and retain any and all dividends and distributions on the Equity Collateral, received in accordance with the Loan Documents. (v) If any Event of Default has occurred and is continuing, and whether or not the Collateral Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or any other Loan Document or any other document pursuant to which any other Secured Obligation is incurred, as applicable, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent so requests, the Borrower shall execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end. (vi) The Borrower, as the sole member of each Project Company and as the owner of all of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything to the contrary set forth in such limited liability company agreement) to the transfer of the Equity Collateral to any Person upon exercise by the Collateral Agent of its remedies hereunder.

Special Provisions Relating to Equity Collateral. (i) The Borrower shall cause the Equity Collateral to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests of each Project Company then outstanding and owned by the Borrower. (iia) So long as no Termination Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligations is incurredthis Agreement; provided, however, PROVIDED that the Borrower shall Pledgor agrees that it will not vote the Equity Collateral in any manner that is inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The this Agreement; and the Collateral Agent shall, at the Borrower’s Pledgor's expense, execute and deliver to the Borrower Pledgor or cause to be executed and delivered to the Borrower Pledgor all such proxies, powers of attorney, dividend or distribution and other orders and other instruments, without recourse, as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the rights and powers that which it is entitled to exercise pursuant to this Section 4.6(d2.05(a). (iii) If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (ivb) So long as no Termination Event of Default has shall have occurred and is be continuing, the Borrower Pledgor shall be entitled to receive and retain any and all dividends and or other distributions on the Equity Collateral, received in accordance with the Loan Documents. (vc) If any Termination Event of Default has shall have occurred and is be continuing, and whether or not the Collateral Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, law or this Agreement or any other Loan Document or any other document pursuant to which any other Secured Obligation is incurred, as applicableAgreement, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so requestsrequest, Amended and Restated Pledge Agreement the Borrower shall Pledgor agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end. (vi) The Borrower; provided that if such Termination Event is cured or rescinded, as any such dividend or distribution paid to the sole member of each Project Company and as the owner of all Collateral Agent prior to such cure shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Pledgor (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Agent of its remedies hereunderto the Pledgor.

Special Provisions Relating to Equity Collateral. (i) The Borrower shall cause the Equity Collateral to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests of each Project Company then outstanding and owned by the Borrower. (iia) So long as no Termination Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligations is incurredthis Agreement; provided, however, provided that the Borrower shall Pledgor agrees that it will not vote the Equity Collateral in any manner that is inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent this Agreement; and the Pledgee shall, at the Borrower’s Pledgor's expense, execute and deliver to the Borrower Pledgor or cause to be executed and delivered to the Borrower Pledgor all such proxies, powers of attorney, dividend or distribution and other orders and other instruments, without recourse, as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the rights and powers that which it is entitled to exercise pursuant to this Section 4.6(d2.05(a). (iii) If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (ivb) So long as no Termination Event of Default has shall have occurred and is be continuing, the Borrower Pledgor shall be entitled to receive and retain any and all dividends and or other distributions on the Equity Collateral, received in accordance with the Loan Documents. (vc) If any Termination Event of Default has shall have occurred and is be continuing, and whether or not the Collateral Agent or any Secured Party Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, law or this Agreement or any other Loan Document or any other document pursuant to which any other Secured Obligation is incurred, as applicableAgreement, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent Pledgee shall so requestsrequest, the Borrower shall Pledgor agrees to execute and deliver to the Collateral Agent Pledgee appropriate additional dividend, distribution and other orders and instruments to that end. (vi) The Borrower; provided that if such Termination Event is cured or rescinded, as any such dividend or distribution paid to the sole member of each Project Company and as the owner of all Pledgee prior to such cure shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Pledgor (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Agent of its remedies hereunder.Pledgee to the Pledgor. Artemis Pledge Agreement

Special Provisions Relating to Equity Collateral. (i1) The Borrower shall Obligors will cause the Equity Collateral to constitute at all times 100% of not less than the total number of shares, partnership, membership or other ownership interests percentage of each Project Company then outstanding and owned by Issuer that such Equity Collateral constitutes on the Borrowerdate hereof. (ii2) So long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any this Agreement, the Loan Document Agreement or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement referred to herein, however, provided that the Borrower shall Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral agreement; and the Administrative Agent shall, at the Borrower’s expense, shall execute and deliver to the Borrower Obligors or cause to be executed and delivered to the Borrower Obligors all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Borrower Obligors may reasonably request for the purpose of enabling the Borrower Obligors to exercise the rights and powers that it is they are entitled to exercise pursuant to this Section 4.6(d5.04(a)(2). (iii3) If Unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Obligors shall be entitled to receive and retain any and all dividends and dividends, distributions on or proceeds in respect of the Equity Collateral, received in accordance with the Loan Documents. (v4) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this the Loan Agreement or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Obligors jointly and severally agree to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Obligors (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Obligors.

Special Provisions Relating to Equity Collateral. (i) The Borrower shall cause the Equity Collateral to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests of each Project Company then outstanding and owned by the Borrower. (iia) So long as no Termination Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligations is incurredthis Agreement; provided, however, provided that the Borrower shall Pledgor agrees that it will not vote the Equity Collateral in any manner that is inconsistent with the terms of any Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent this Agreement; and the Pledgee shall, at the Borrower’s Pledgor's expense, execute and deliver to the Borrower Pledgor or cause to be executed and delivered to the Borrower Pledgor all such proxies, powers of attorney, dividend or distribution and other orders and other instruments, without recourse, as the Borrower Pledgor may reasonably request for the purpose of enabling the Borrower Pledgor to exercise the rights and powers that which it is entitled to exercise pursuant to this Section 4.6(d2.05(a). (iii) If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (ivb) So long as no Termination Event of Default has shall have occurred and is be continuing, the Borrower Pledgor shall be entitled to receive and retain any and all dividends and or other distributions on the Equity Collateral, received in accordance with the Loan Documents. (vc) If any Termination Event of Default has shall have occurred and is be continuing, and whether or not the Collateral Agent or any Secured Party Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, law or this Agreement or any other Loan Document or any other document pursuant to which any other Secured Obligation is incurred, as applicableAgreement, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Agent and retained by it Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Agent Pledgee shall so requestsrequest, the Borrower shall Pledgor agrees to execute and deliver to the Collateral Agent Pledgee appropriate additional dividend, distribution and other orders and instruments to that end. (vi) The Borrower; provided that if such Termination Event is cured or rescinded, as any such dividend or distribution paid to the sole member of each Project Company and as the owner of all Pledgee prior to such cure shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Pledgor (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Agent of its remedies hereunderPledgee to the Pledgor.

Special Provisions Relating to Equity Collateral. (ia) The Borrower shall Except with respect to a Limited Pledge Entity, the Obligors will cause the Equity Collateral to constitute at all times 100% of in the case of the Pledged Stock and Pledged Partnership Interests, the total number of sharesshares of each class of capital stock or units, partnershipas the case may be, membership of each applicable Issuer then outstanding. With respect to any Issuer that is a Limited Pledge Entity, the Obligors will cause the Equity Collateral to constitute at all times not less than 65% of the total number of voting shares of each class of capital stock or units or other ownership interests of each Project Company such Issuer then outstanding and owned by the Borroweroutstanding. (iib) So For the avoidance of doubt, so long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document this Agreement, the Credit Agreement or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement executed and delivered to the Administrative Agent in connection therewith, however, provided that the Borrower shall Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent shall, at the Borrower’s expense, execute and deliver to the Borrower or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.6(d)agreement. (iiic) If For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Obligors shall be entitled to receive and retain any and all dividends and and/or other distributions of income or profit on the Equity Collateral, received Collateral paid in accordance with the Loan Documentscash. (vd) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this the Credit Agreement or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Obligors jointly and severally agree to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Obligors (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Obligors.

Special Provisions Relating to Equity Collateral. (ia) The Borrower shall Pledgor will cause the Equity Collateral consisting of shares of stock in any corporate Issuer to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests shares of each Project Company class of capital stock of such Issuer then outstanding and owned by the Borroweroutstanding. (iib) So long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Pledgor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document this Agreement, the Credit Agreement, the Notes or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement referred to herein or therein, however, provided that the Borrower shall Pledgor agrees that it will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral agreement; and the Administrative Agent shall, at the Borrower’s expense, shall execute and deliver to the Borrower Pledgors or cause to be executed and delivered to the Borrower Pledgors all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Borrower Pledgors may reasonably request for the purpose of enabling the Borrower Pledgors to exercise the rights and powers that it is they are entitled to exercise pursuant to this Section 4.6(d4.04(b). (iiic) If Unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Pledgor shall be entitled to receive and retain any and all dividends and distributions on the Equity Collateral, received Collateral paid in accordance with the Loan Documentscash out of earned surplus. (vd) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this Agreement the Credit Agreement, the Notes or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Pledgor agrees to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Pledgor (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunder.to the Pledgor. Pledge Agreement

Special Provisions Relating to Equity Collateral. (i1) The Borrower shall Obligors will cause the Equity Collateral to constitute at all times 100% of not less than the total number of shares, partnership, membership or other ownership interests percentage of each Project Company then outstanding and owned by Issuer that such Equity Collateral constitutes on the Borrowerdate hereof. (ii2) So long as no Event of Default has shall have occurred and is continuing be continuing, and unless the Collateral Administrative Agent shall have given has provided the Obligors with written notice to the Borrower of the Collateral Agent’s intent its election to exercise its such voting rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower while an Event of Default is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any this Agreement, the Loan Document Agreement or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement referred to herein, however, PROVIDED that the Borrower shall Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Agreement or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral agreement; and the Administrative Agent shall, at the Borrower’s expense, shall execute and deliver to the Borrower Obligors or cause to be executed and delivered to the Borrower Obligors all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Borrower Obligors may reasonably request for the purpose of enabling the Borrower Obligors to exercise the rights and powers that it is they are entitled to exercise pursuant to this Section 4.6(d5.04(a)(2). (iii3) If Unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Obligors shall be entitled to receive and retain any and all dividends and dividends, distributions on or proceeds in respect of the Equity Collateral, received in accordance with the Loan Documents. (v4) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any holder of a Secured Party Obligation exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this the Loan Agreement or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Obligors jointly and severally agree to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Obligors (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Obligors.

Special Provisions Relating to Equity Collateral. (i) The Borrower shall Obligors will cause the Equity Collateral to constitute at all times 100% of the total number of shares, partnership, membership or other ownership interests shares of each Project Company class of capital stock of each Issuer then outstanding and owned by the BorrowerObligors. (ii) So long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any this Agreement, the Loan Document Documents or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement referred to herein or therein, however, provided that the Borrower shall Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Loan Documents or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral agreement; and the Administrative Agent shall, at the Borrower’s expense, shall execute and deliver to the Borrower Obligors or cause to be executed and delivered to the Borrower Obligors all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Borrower Obligors may reasonably request for the purpose of enabling the Borrower Obligors to exercise the rights and powers that it is which they are entitled to exercise pursuant to this Section 4.6(d5.04(a)(ii). (iii) If Unless and until an Event of Default has shall have occurred and is continuing be continuing, or the principal of and interest on the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall ceaseLoans, and all such rights other amounts outstanding under the Credit Agreement shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. been declared (ivor become) So long as no Event of Default has occurred due and is continuingpayable, the Borrower Obligors shall be entitled to receive and retain any and all dividends and dividends, distributions or proceeds on the Equity Collateral, received Collateral paid in accordance with the Loan Documentscash out of earned surplus. (viv) If any Event of Default has shall have occurred and is be continuing, and whether or not the Collateral Agent or any Secured Party exercises Lenders exercise any available right to declare any Secured Obligation Obligations due and payable or seeks seek or pursues pursue any other right, remedy, power relief or privilege remedy available to it them under applicable lawlaw or under this Agreement, this Agreement the Loan Documents or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Obligors jointly and severally agree to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Obligors (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Obligors.

Special Provisions Relating to Equity Collateral. (ia) The Borrower shall cause For the Equity Collateral to constitute at all times 100% avoidance of the total number of sharesdoubt, partnership, membership or other ownership interests of each Project Company then outstanding and owned by the Borrower. (ii) So so long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document this Agreement, the Credit Agreement or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement executed and delivered to the Administrative Agent in connection therewith, however, provided that the Borrower shall Obligors jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent shall, at the Borrower’s expense, execute and deliver to the Borrower or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.6(d)agreement. (iiib) If For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Obligors shall be entitled to receive and retain any and all dividends and and/or other distributions of income or profit on the Equity Collateral, received Collateral paid in accordance with the Loan Documentscash. (vc) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this the Credit Agreement or any other Loan Document or any other document pursuant agreement relating to which any other Secured Obligation is incurred, as applicablesuch Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall Obligors jointly and severally agree to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured and all Obligations then due and owing have been paid in full, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Obligors (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Obligors.

Special Provisions Relating to Equity Collateral. (ia) The Borrower shall Securing Parties will cause the Equity Collateral to constitute at all times 100% of the total number of sharesshares of each class of capital stock, partnership, membership or other ownership interests interests, of each Project Company Subsidiary of the Borrowers then outstanding and owned by the Borroweroutstanding. (iib) So long as no Event of Default has shall have occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under this Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing)continuing, the Borrower Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Equity Collateral for all purposes not inconsistent with the terms of any Loan Document this Agreement, the Credit Agreement or other document pursuant to which any other Secured Obligations is incurred; providedinstrument or agreement referred to herein or therein, however, provided that the Borrower shall Securing Parties jointly and severally agree that they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement or any Loan Document such other instrument or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral agreement; and the Administrative Agent shall, at the Borrower’s expense, shall execute and deliver to the Borrower Securing Parties or cause to be executed and delivered to the Borrower Securing Parties all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Borrower Securing Parties may reasonably request for the purpose of enabling the Borrower Securing Parties to exercise the rights and powers that it is they are entitled to exercise pursuant to this Section 4.6(d5.04(b). (iiic) If Unless and until an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to the Borrower of the Collateral Agent’s intent to exercise its rights under Section 4.6(d) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice if the Borrower is the subject of an Insolvency Proceeding, which in the case of an involuntary proceeding has not been dismissed within sixty (60) days of its filing), all voting and other rights of the Borrower with respect to the Equity Collateral that the Borrower would otherwise be entitled to exercise pursuant to the terms of this Agreement or otherwise shall cease, and all such rights shall be vested in the Collateral Agent, which shall thereupon have the sole right to exercise such rights. (iv) So long as no Event of Default has occurred and is continuing, the Borrower Securing Parties shall be entitled to receive and retain any and all dividends and distributions on payments in respect of the Equity Collateral, received in accordance with Collateral permitted under the Loan DocumentsCredit Agreement. (vd) If any Event of Default has occurred and is continuingshall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Administrative Agent or any Secured Party Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this the Credit Agreement or any other Loan Document or any other document pursuant agreement relating to which any other such Secured Obligation is incurred, as applicableObligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Collateral Administrative Agent and retained by it in the Collateral Account as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Collateral Administrative Agent shall so requestsrequest in writing, the Borrower shall each Securing Party agrees to execute and deliver to the Collateral Administrative Agent appropriate additional dividend, distribution and other orders and instruments documents to that end. (vi) The Borrower, as provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the sole member of each Project Company and as the owner of all Administrative Agent shall, upon request of the issued and outstanding membership interests of such Project Company, hereby irrevocably consents Securing Parties (for all purposes under the limited liability company agreement of such Project Company and notwithstanding anything except to the contrary set forth in such limited liability company agreement) extent theretofore applied to the transfer of the Equity Collateral to any Person upon exercise Secured Obligations), be returned by the Collateral Administrative Agent of its remedies hereunderto the Securing Parties.