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

Special Provisions Relating to Equity Collateral. (a) The 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 of each class of capital stock of such Issuer then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the 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 this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the 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 such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b). (c) Unless and until an Event of Default has occurred and is continuing, the Pledgor shall be entitled to receive and retain any dividends and distributions on the Equity Collateral paid in cash out of earned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Pledgor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge Agreement

Special Provisions Relating to Equity Collateral. (a) The Pledgor Securing Parties 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 of each class of capital stock stock, or other ownership interests, of such Issuer each Subsidiary of the Borrowers then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Pledgor 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 this Agreement, the Credit Agreement, the Notes Agreement or any other instrument or agreement referred to herein or therein, provided that the Pledgor agrees Securing Parties jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors Securing Parties or cause to be executed and delivered to the Pledgors Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors Securing Parties may reasonably request for the purpose of enabling the Pledgors Securing Parties to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b5.04(b). (c) Unless and until an Event of Default has occurred and is continuing, the Pledgor Securing Parties shall be entitled to receive and retain any dividends and distributions on payments in respect of the Equity Collateral paid in cash out of earned surpluspermitted under the Credit Agreement. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor each Securing Party agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Securing Parties (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementSecuring Parties.

Special Provisions Relating to Equity Collateral. (a) The Pledgor will cause For the Equity Collateral consisting avoidance of shares of stock in any corporate Issuer to constitute at all times 100% of the total number of shares of each class of capital stock of such Issuer then outstanding. (b) So doubt, so long as no Event of Default shall have occurred and be continuing, the Pledgor 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 this Agreement, the Credit Agreement, the Notes Agreement or any other instrument or agreement referred executed and delivered to herein or thereinthe Administrative Agent in connection therewith, provided that the Pledgor agrees Obligors jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b). (cb) Unless For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing, the Pledgor Obligors shall be entitled to receive and retain any dividends and and/or other distributions of income or profit on the Equity Collateral paid in cash out of earned surpluscash. (dc) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is curedcured and all Obligations then due and owing have been paid in full, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementObligors.

Special Provisions Relating to Equity Collateral. (ai) The Pledgor will Borrower shall 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 shares, partnership, membership or other ownership interests of each class of capital stock of such Issuer Project Company then outstandingoutstanding and owned by the Borrower. (bii) So long as no Event of Default has occurred and is continuing and the Collateral Agent shall have occurred 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 continuingrequired 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 Pledgor 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 this Agreement, the Credit Agreement, the Notes any Loan Document or other document pursuant to which any other instrument or agreement referred to herein or thereinSecured Obligations is incurred; provided, provided however, that the Pledgor agrees that it will Borrower shall not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreementany Loan Document or other document pursuant to which any other Secured Obligation is incurred, as applicable. The Collateral Agent shall, at the Credit AgreementBorrower’s expense, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors Borrower or cause to be executed and delivered to the Pledgors Borrower all such proxies, powers of attorney, dividend and other orders, orders and all such other instruments, without recourse, as the Pledgors Borrower may reasonably request for the purpose of enabling the Pledgors Borrower to exercise the rights and powers that they are it is entitled to exercise pursuant to this Section 4.04(b4.6(d). (ciii) Unless If an Event of Default has occurred and until 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 Pledgor Borrower shall be entitled to receive and retain any and all dividends and distributions on the Equity Collateral paid Collateral, received in cash out of earned surplusaccordance with the Loan Documents. (dv) If any Event of Default shall have occurred, then so long as such Event of Default shall continuehas occurred and is continuing, and whether or not the Administrative Collateral Agent or any Lender Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under law, this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating Loan Document or any other document pursuant to such which any other Secured ObligationObligation is incurred, as applicable, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Collateral Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Collateral Agent shall so request in writingrequests, the Pledgor agrees to Borrower shall execute and deliver to the Administrative Collateral Agent appropriate additional dividend, distribution and other orders and documents instruments to that end. (vi) The Borrower, provided that if as the sole member of each Project Company and as the owner of all of the issued and outstanding membership interests of such Event Project Company, hereby irrevocably consents (for all purposes under the limited liability company agreement of Default is cured, any such dividend or distribution theretofore paid Project Company and notwithstanding anything to the Administrative Agent shall, upon request contrary set forth in such limited liability company agreement) to the transfer of the Pledgor (except Equity Collateral to the extent theretofore applied to the Secured Obligations), be returned any Person upon exercise by the Administrative Collateral Agent to the Pledgor. Pledge Agreementof its remedies hereunder.

Special Provisions Relating to Equity Collateral. (a1) The Pledgor Obligors will cause the Equity Collateral consisting of shares of stock in any corporate Issuer to constitute at all times 100% of not less than the total number of shares ownership percentage of each class of capital stock of Issuer that such Issuer then outstandingEquity Collateral constitutes on the date hereof. (b2) So long as no Event of Default shall have occurred and be continuing, and unless the Pledgor Administrative Agent has provided the Obligors with written notice of its election to exercise such voting rights while an Event of Default is continuing, the 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 this Agreement, the Credit Agreement, the Notes Loan Agreement or any other instrument or agreement referred to herein or thereinherein, provided PROVIDED that the Pledgor agrees Obligors jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors Obligors or cause to be executed and delivered to the Pledgors Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors Obligors may reasonably request for the purpose of enabling the Pledgors Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b5.04(a)(2). (c3) Unless and until an Event of Default has occurred and is continuing, the Pledgor Obligors shall be entitled to receive and retain any dividends and dividends, distributions on or proceeds in respect of the Equity Collateral paid in cash out of earned surplusCollateral. (d4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender holder of a Secured Obligation exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementObligors.

Special Provisions Relating to Equity Collateral. (ai) The Pledgor Obligors 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 of each class of capital stock of such each Issuer then outstandingoutstanding owned by the Obligors. (bii) So long as no Event of Default shall have occurred and be continuing, the Pledgor 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 this Agreement, the Credit Agreement, the Notes Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Pledgor agrees Obligors jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Loan Documents or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors Obligors or cause to be executed and delivered to the Pledgors Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors Obligors may reasonably request for the purpose of enabling the Pledgors Obligors to exercise the rights and powers that which they are entitled to exercise pursuant to this Section 4.04(b5.04(a)(ii). (ciii) Unless and until an Event of Default has shall have occurred and is be continuing, or the Pledgor principal of and interest on the Loans, and all other amounts outstanding under the Credit Agreement shall have been declared (or become) due and payable, the Obligors shall be entitled to receive and retain any dividends and dividends, distributions or proceeds on the Equity Collateral paid in cash out of earned surplus. (div) If any Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any Lender exercises Lenders exercise any available right to declare any Secured Obligation Obligations due and payable or seeks seek or pursues pursue any other relief or remedy available to it them under applicable law or under this Agreement, the Credit Agreement, the Notes Loan Documents or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementObligors.

Special Provisions Relating to Equity Collateral. (a) The 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 of each class of capital stock of such Issuer then outstanding. (b) So long as no Termination Event of Default shall have occurred and be continuing, the 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 this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided ; PROVIDED that the 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 such other instrument or agreement; and the Administrative Collateral Agent shall shall, at the Pledgor's expense, execute and deliver to the Pledgors Pledgor or cause to be executed and delivered to the Pledgors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Pledgors Pledgor may reasonably request for the purpose of enabling the Pledgors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 4.04(b2.05(a). (cb) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Pledgor shall be entitled to receive and retain any dividends and or other distributions on the Equity Collateral paid in cash out of earned surplusCollateral. (dc) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Collateral Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Collateral Agent and retained by it as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Collateral Agent shall so request in writingrequest, Amended and Restated Pledge Agreement the Pledgor agrees to execute and deliver to the Administrative Collateral Agent appropriate additional dividend, distribution and other orders and documents instruments to that end, ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Collateral Agent prior to such cure shall, upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Collateral Agent to the Pledgor. Pledge Agreement.

Special Provisions Relating to Equity Collateral. (a) The 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 of each class of capital stock of such Issuer then outstanding. (b) So long as no Termination Event of Default shall have occurred and be continuing, the 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 this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, ; provided that the 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 such other instrument or agreement; and the Administrative Agent shall Pledgee shall, at the Pledgor's expense, execute and deliver to the Pledgors Pledgor or cause to be executed and delivered to the Pledgors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Pledgors Pledgor may reasonably request for the purpose of enabling the Pledgors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 4.04(b2.05(a). (cb) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Pledgor shall be entitled to receive and retain any dividends and or other distributions on the Equity Collateral paid in cash out of earned surplusCollateral. (dc) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any Lender Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent Pledgee shall so request in writingrequest, the Pledgor agrees to execute and deliver to the Administrative Agent Pledgee appropriate additional dividend, distribution and other orders and documents instruments to that end, ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Agent Pledgee prior to such cure shall, upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent Pledgee to the Pledgor. Artemis Pledge Agreement

Special Provisions Relating to Equity Collateral. (a) The Pledgor Except with respect to a Limited Pledge Entity, the Obligors will cause the Equity Collateral consisting of shares of stock in any corporate Issuer to constitute at all times 100% of in the case of the Pledged Stock and Pledged Partnership Interests, the total number of shares of each class of capital stock or units, as the case may be, 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 such Issuer then outstanding. (b) So For the avoidance of doubt, so long as no Event of Default shall have occurred and be continuing, the Pledgor 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 this Agreement, the Credit Agreement, the Notes Agreement or any other instrument or agreement referred executed and delivered to herein or thereinthe Administrative Agent in connection therewith, provided that the Pledgor agrees Obligors jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors or cause to be executed and delivered to the Pledgors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors may reasonably request for the purpose of enabling the Pledgors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b). (c) Unless For the avoidance of doubt, unless and until an Event of Default has occurred and is continuing, the Pledgor Obligors shall be entitled to receive and retain any dividends and and/or other distributions of income or profit on the Equity Collateral paid in cash out of earned surpluscash. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementObligors.

Special Provisions Relating to Equity Collateral. (a) The 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 of each class of capital stock of such Issuer then outstanding. (b) So long as no Termination Event of Default shall have occurred and be continuing, the 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 this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, ; provided that the 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 such other instrument or agreement; and the Administrative Agent shall Pledgee shall, at the Pledgor's expense, execute and deliver to the Pledgors Pledgor or cause to be executed and delivered to the Pledgors Pledgor all such proxies, powers of attorney, dividend or distribution and other orders, orders and all such other instruments, without recourse, as the Pledgors Pledgor may reasonably request for the purpose of enabling the Pledgors Pledgor to exercise the rights and powers that they are which it is entitled to exercise pursuant to this Section 4.04(b2.05(a). (cb) Unless and until an So long as no Termination Event of Default has shall have occurred and is be continuing, the Pledgor shall be entitled to receive and retain any dividends and or other distributions on the Equity Collateral paid in cash out of earned surplusCollateral. (dc) If any Termination Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Administrative Agent or any Lender Pledgee exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the Administrative Agent and retained by it Pledgee as part of the Equity Collateral, subject to the terms of this Agreement, and, if the Administrative Agent Pledgee shall so request in writingrequest, the Pledgor agrees to execute and deliver to the Administrative Agent Pledgee appropriate additional dividend, distribution and other orders and documents instruments to that end, ; provided that if such Termination Event of Default is curedcured or rescinded, any such dividend or distribution theretofore paid to the Administrative Agent Pledgee prior to such cure shall, upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent Pledgee to the Pledgor. Pledge Agreement.

Special Provisions Relating to Equity Collateral. (a1) The Pledgor Obligors will cause the Equity Collateral consisting of shares of stock in any corporate Issuer to constitute at all times 100% of not less than the total number of shares ownership percentage of each class of capital stock of Issuer that such Issuer then outstandingEquity Collateral constitutes on the date hereof. (b2) So long as no Event of Default shall have occurred and be continuing, the Pledgor 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 this Agreement, the Credit Agreement, the Notes Loan Agreement or any other instrument or agreement referred to herein or thereinherein, provided that the Pledgor agrees Obligors jointly and severally agree that it they will not vote the Equity Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Loan Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Pledgors Obligors or cause to be executed and delivered to the Pledgors Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Pledgors Obligors may reasonably request for the purpose of enabling the Pledgors Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 4.04(b5.04(a)(2). (c3) Unless and until an Event of Default has occurred and is continuing, the Pledgor Obligors shall be entitled to receive and retain any dividends and dividends, distributions on or proceeds in respect of the Equity Collateral paid in cash out of earned surplusCollateral. (d4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Loan Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Equity Collateral shall be paid directly to the 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 Administrative Agent shall so request in writing, the Pledgor agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Pledgor Obligors (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Pledgor. Pledge AgreementObligors.