Common use of Voting Rights and Dividends Clause in Contracts

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each : (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights and powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of the Investment Documents and this Agreement or any other Loan Document. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise; or (ii) distributions in complete or partial liquidation of any Partnership or LLC or the interest of such Pledgor therein; in each case, shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Collateral Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Collateral Agent to the Secured Party under any other agreement at lawObligations in accordance with the terms of Section 8.03 of the Credit Agreement, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Collateral Agent and not applied as aforesaid, be held by the Collateral Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual rights and powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Collateral Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. So long as no Event of Default hereunder has occurred and is continuing and thereafter until notified by the Agent pursuant to Section 9(b) hereof: (a) So long as Each Pledgor shall be entitled to exercise all voting and/or consensual powers pertaining to the Collateral of such Pledgor, or any part thereof, for all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Obligations. (b) Each Pledgor shall be entitled to receive and retain all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) no stock or liquidating dividends or a distribution or return of capital upon or in respect of the Pledged Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise; or (ii) distributions in complete or partial liquidation of any Partnership or LLC or the interest of such Pledgor therein; in each case, shall be paid, delivered or transferred, as appropriate, directly to the Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Agent to the Obligations in accordance with the terms of the Credit Agreement, whether or not the same may then be due or otherwise adequately secured and shall, in the case of all other property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the terms of this Agreement. If an Event of Default shall have occurred and be continuing, or (iiall dividends and distributions received by the Agent and then held by it pursuant to this Section 7(b)(ii) if an Event as part of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below Collateral will be applied as provided in Section 4(b), 10 hereof. (c) In order to permit each Pledgor shall be to exercise such voting and/or consensual powers which it is entitled to exercise any under subsection (a) above and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be receive such distributions which such Pledgor is entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. under subsection (b) Upon above, the occurrence and during Agent will, if necessary, upon the continuation written request of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement from time to exercise such rights, time execute and (ii) if the Secured Party duly exercises its right deliver to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants appropriate proxies and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsdividend orders.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each : (i) Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents Loan Documents; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Secured Party's judgment, such action would have a material adverse effect on the value of the Collateral or any part thereof, and provided, further, that Pledgor shall give 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; (ii) Pledgor shall be entitled to receive and retain utilize the Permitted Dividends for any cash dividends purpose not inconsistent with the Loan Documents; and (iii) Secured Party shall execute and deliver (or distributions paid in respect cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the Pledged Collateral if voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the extent they are expressly permitted by the Purchase AgreementPermitted Dividends which it is authorized to receive and utilize pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation continuance of an Event a Default all rights of Default (iPledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5(a) and to receive the Secured Party may, at its optionPermitted Dividends which it would otherwise be authorized to receive and retain pursuant to Section 5(a) shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such rights, voting or other consensual rights and to receive and hold as Collateral such Permitted Dividends. Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights which may be submitted it is entitled to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of exercise pursuant to this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatesubparagraph (b). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Unless an Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in with respect to the Pledged Interests owned by such PledgorCollateral and to give consents, but under waivers and ratifications in respect thereof, provided that no circumstances is the Secured Party obligated by vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote or which would constitute or create any violation of any of such Pledged Interests, each terms. All such rights of Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote and give consents, waiver and ratifications shall upon notice to Pledgor cease in case such Pledged Interests in any manner an Event of Default hereunder shall occur and be continuing. Notwithstanding the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholdersforegoing, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and no Pledgor shall be irrevocable until permitted to exercise or refrain from exercising any voting rights or other powers if, in the termination reasonable judgment of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by itPledgee, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or have a material adverse effect on the value of the Pledged InterestsCollateral or any part thereof. In addition to the Pledgee's rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Collateral, shall be delivered to the Pledgee to hold as Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 9(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; PROVIDED, HOWEVER, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and to Securities or any part thereof or resulting from a split-up, revision or reclassification of the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and Pledged Securities or any part thereof or received in addition to all rights and remedies available to the Secured Party under any other agreement at lawto, in equity substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise, or (ii) distributions in complete or partial liquidation of any Partnership or the interest of such Pledgor therein, in each case, shall be paid, delivered or transferred, as appropriate, directly to the Agent immediately exercise all voting rights upon the receipt thereof by such Pledgor and shall, in the case of cash, be applied by the Agent to the satisfaction of Obligations in accordance with the provisions of Section 10 hereof, whether or not the same may then be due or otherwise adequately secured and shall, in the case of all other ownership or consensual rights in respect to property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Pledged Interests owned by such Pledgor, but Securities as additional Pledged Securities pledged under no circumstances is the Secured Party obligated by and subject to the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate.Agreement; or (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. (a) So long The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (“Dividend Proceeds”) of the Collateral and, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds of the Collateral consisting of Dividend Proceeds and the Pledgor shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such Proceeds, including, without limitation, all dividends and other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties and, if the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Potential Event of Default or Event of Default), shall be segregated from other funds of the Pledgor and shall, forthwith upon demand by the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Potential Event of Default or Event of Default), be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent’s right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default. (i) no Unless a Potential Event of Default or an Event of Default shall have occurred and be continuing, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities (or security entitlements in respect thereof), and the Collateral Agent shall, upon receiving a written request from the Pledgor accompanied by a certificate of the Pledgor (iior if Pledgor is a Company, an Authorized Officer of the Pledgor) if an stating that no Potential Event of Default or Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining deliver to the Pledged Collateral applicable to it Pledgor or any part thereof for any purpose not inconsistent with the terms as specified in such request such proxies, powers of the Investment Documents attorney, consents, ratifications and shall be entitled to receive and retain any cash dividends or distributions paid waivers in respect of any of the Pledged Securities (or security entitlements in respect thereof ) that are registered, or held through a securities intermediary, in the name of the Collateral if Agent or its nominee as shall be specified in such request and be in form and substance satisfactory to the extent they are expressly permitted by the Purchase AgreementCollateral Agent. (bii) Upon the occurrence and during the continuation If a Potential Event of Default or an Event of Default (i) shall have occurred and be continuing, the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor Collateral Agent shall have the right right, to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote the Pledged Interests owned by itand to give consents, such Pledgor covenants ratifications and agrees that it will notwaivers, without the prior written consent of the Secured Party, vote or and to take any consensual other action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party any or the value all of the Pledged InterestsSecurities (or security entitlements in respect thereof ) with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementLoan Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default, all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Secured Party, which shall thereupon have the sole right to exercise such voting or other consensual rights. Pledgor shall execute and deliver (ior cause to be executed and delivered) the to Secured Party mayall such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise. (c) Upon the occurrence of an Event of Default, at its option, all dividends and in addition to all rights and remedies available other distributions on the Collateral shall be paid directly to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect applied to the Pledged Interests owned by such PledgorSecured Obligations as follows: (i) First, but under no circumstances is to the Secured Party obligated by the terms of this Agreement to exercise such rightspayment of, and or (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power ) the reimbursement of attorney granted hereby is coupled with an interest Secured Party for or in respect of all reasonable costs, expenses, disbursements and shall be irrevocable until the termination of this agreement in accordance with Section 25 at losses (including, without limitation, reasonable legal fees and related expenses) which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have been incurred or sustained by Secured Party in connection with the right to vote the Pledged Interests owned collection of such monies by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote for the exercise, protection or take enforcement by Secured Party of all or any consensual action with of the rights, remedies, powers and privileges of Secured Party under this Agreement or any of the other Loan Documents or in respect of the Collateral and for the provision of adequate indemnity to such Pledged Interests Secured Party against all taxes or liens which would materially adversely affect by law shall have, or may have, priority over the rights of the Secured Party to such monies; (ii) Second, to the Term Loan until such Loan is indefeasibly paid in full; (iii) Third, to all other Secured Obligations in such order or preference as Secured Party may determine; provided, however, that Secured Party may in its discretion make proper allowance to take into account any Secured Obligations not then due and payable; and (iv) Fourth, the value of the Pledged Interestsexcess, if any, shall be returned to Pledgor, or to such other Persons as are entitled thereto.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise or refrain from exercising any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof Stock for any purpose not inconsistent with the terms of this Agreement or the Investment Documents Purchase Agreement; provided, however, that the Pledgor shall not exercise any such right if the Secured Party shall have notified the Pledgor that, in the Secured Party’s judgment, such action would have an adverse effect on the value of the Pledged Stock or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive any and all cash dividends paid on the Pledged Stock. In addition to the Secured Party’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions which it would otherwise be authorized to receive and retain any cash pursuant to the immediately preceding paragraph shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends or other distributions. Following the occurrence of an Event of Default, all dividends and all other distributions paid in respect of any of the Collateral, shall be delivered to the Secured Party to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). In order to permit the Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Section 6 and to receive all dividends and other distributions which it may be entitled to receive herein, (i) the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Secured Party all such proxies, dividend payment orders and other instruments as the Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), the Pledgor hereby grants to the Secured Party an irrevocable proxy to vote the Pledged Collateral if Stock pledged by it hereunder and to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Stock would be entitled (including, without limitation, giving or withholding written consents of shareholders or members, calling special meetings of shareholders or members and voting at such meetings), which proxy shall be effective, automatically and without the extent they are expressly permitted necessity of any action (including any transfer of any such Pledged Stock on the record books of the issuer thereof) by any other Person (including the Purchase Agreement. (b) Upon issuer of such Pledged Stock or any officer or agent thereof), upon the occurrence and during the continuation of an Event of Default (i) and which proxy shall only terminate upon the Secured Party may, at its option, and indefeasible payment in addition to all rights and remedies available to the Secured Party under any other agreement at law, full in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent cash of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsObligations.

Voting Rights and Dividends. (a) So long as (i) no Event of Default or event that, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, or : (iia) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, Pledgor may not exercise such voting rights so as to impair the Investment Documents value of the Pledged Collateral or to dilute the Secured Party's ownership percentage represented by the Pledged Collateral and Secured Party shall not be required to exercise preemptive rights. (b) Pledgor shall be entitled to receive and retain any cash and all dividends or distributions and interest paid in respect of the Pledged Collateral if Collateral; provided, however, that any and to the extent they are expressly permitted by the Purchase Agreement. all (bA) Upon the occurrence dividends and during the continuation of an Event of Default (i) the Secured Party may, at its optioninterest paid or payable other than cash in respect of, and instruments and other property received, receivable or otherwise distributed in addition to all rights respect of, or in exchange for, any Pledged Collateral; (B) dividends and remedies available 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 redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Secured Party under any other agreement at lawto hold as, in equity or otherwisePledged Collateral and shall, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned if received by such Pledgor, but under no circumstances is be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsements); and provided further, that Pledgor shall promptly notify the Secured Party obligated by of the terms occurrence of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner above matters upon the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateoccurrence thereof. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the value purpose of enabling Pledgor to exercise the Pledged Interestsvoting and other rights which Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which Pledgor is authorized to receive and retain pursuant to Subsection (b) above.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 9(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and to Securities or any part thereof or resulting from a split-up, revision or reclassification of the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and Pledged Securities or any part thereof or received in addition to all rights and remedies available to the Secured Party under any other agreement at lawto, in equity substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise, or (ii) distributions in complete or partial liquidation of any Partnership or the interest of such Pledgor therein, in each case, shall be paid, delivered or transferred, as appropriate, directly to the Agent immediately exercise all voting rights upon the receipt thereof by such Pledgor and shall, in the case of cash, be applied by the Agent to the satisfaction of Obligations in accordance with the provisions of Section 10 hereof, whether or not the same may then be due or otherwise adequately secured and shall, in the case of all other ownership or consensual rights in respect to property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Pledged Interests owned by such Pledgor, but Securities as additional Pledged Securities pledged under no circumstances is the Secured Party obligated by and subject to the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate.Agreement; or (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. (a) So long as (i) no Event of Default or event that, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing, or : (iia) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, Pledgor may not exercise such voting rights so as to impair the Investment Documents value of the Pledged Collateral or to dilute the Secured Party’s ownership percentage represented by the Pledged Collateral and Secured Party shall not be required to exercise preemptive rights. (b) Pledgor shall be entitled to receive and retain any cash and all dividends or distributions and interest paid in respect of the Pledged Collateral if Collateral; provided, however, that any and to the extent they are expressly permitted by the Purchase Agreement. all (bA) Upon the occurrence dividends and during the continuation of an Event of Default (i) the Secured Party may, at its optioninterest paid or payable other than cash in respect of, and instruments and other property received, receivable or otherwise distributed in addition to all rights respect of, or in exchange for, any Pledged Collateral; (B) dividends and remedies available 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 redemption of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to the Secured Party under any other agreement at lawto hold as, in equity or otherwisePledged Collateral and shall, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned if received by such Pledgor, but under no circumstances is be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsements); and provided further, that Pledgor shall promptly notify the Secured Party obligated by of the terms occurrence of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner above matters upon the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateoccurrence thereof. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the value purpose of enabling Pledgor to exercise the Pledged Interestsvoting and other rights which Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which Pledgor is authorized to receive and retain pursuant to Subsection (b) above.

Voting Rights and Dividends. (a) So long as (i) 4.1 At any time whilst there is no Event of Default outstanding unremedied or unwaived, the Chargor shall have occurred be entitled to: (a) receive all dividends, interest and be continuingother monies arising from the Charged Portfolio; and (b) exercise all voting rights in relation to the Charged Portfolio provided that the Chargor shall not exercise such voting rights in any manner, or otherwise permit or agree to any (i) variation of the rights attaching to or conferred by all or any part of the Charged Portfolio, or (ii) if increase in the issued share capital of the Company, which in the opinion of the Trustee (acting reasonably) would prejudice the value of, or the ability of the Trustee to realise, the security created by this Agreement. 4.2 At any time whilst there is an Event of Default has occurred and is continuingoutstanding unremedied or unwaived, the applicable Pledgor shall not have received Trustee may, at its discretion, (in the written notice name of the Chargor or otherwise and without any further consent or authority from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to Chargor): (a) exercise (or refrain from exercising) any and all voting, management and other consensual voting rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement.Charged Portfolio; (b) Upon apply all dividends, interest and other monies arising from the occurrence Charged Portfolio as though they were the proceeds of sale under this Agreement; (c) transfer the Charged Portfolio into the name of such nominee(s) of the Trustee as it shall require; and (d) exercise (or refrain from exercising) the powers and during rights conferred on or exercisable by the continuation legal or beneficial owner of an Event of Default the Charged Portfolio, including the right, in relation to the Company, to concur or participate in: (i) the Secured Party mayreconstruction, at amalgamation, sale or other disposal of the Company or any of its optionassets or undertaking (including the exchange, and in addition to all rights and remedies available to the Secured Party under conversion or reissue of any other agreement at law, in equity shares or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and securities as a consequence thereof); (ii) if the Secured Party duly exercises its release, modification or variation of any rights or liabilities attaching to such shares or securities; and (iii) the exercise, renunciation or assignment of any right to vote subscribe for any shares or securities, in each case in the manner and on the terms the Trustee thinks fit, and the proceeds of any such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and action shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent form part of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsCharged Portfolio.

Voting Rights and Dividends. (a) So long as no Event of Default occurs and remains continuing: i. Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement; provided, however, that such Pledgor shall not exercise, or shall refrain from exercising, any such right if it would result in an Event of Default. ii. Any and all dividends or distributions declared in respect of the Collateral shall be applied toward payment of the Note in accordance with Section 5(d) hereof. (ib) no In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. Unless and until there shall have occurred and be continuing an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b)Default, each Pledgor shall be entitled permitted to exercise or refrain from exercising any and all votingvoting rights or other powers; provided that, management and other consensual rights pertaining in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken if, in the Pledged reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms thereof; and, provided, further, that each Pledgor shall give at least five (5) days’ written notice of the Investment Documents manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and shall be entitled voting with respect to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights of each Pledgor to vote and remedies available to the Secured Party under any other agreement at lawgive consents, in equity or otherwise, immediately exercise waivers and ratifications shall cease and all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such any Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) 4.1 Prior to the occurrence of an Enforcement Event and at any time when no Enforcement Event of Default shall have occurred and be is continuing, the Chargor shall: 4.1.1 be entitled to retain all dividends, interest and other monies arising from the Shares; and 4.1.2 exercise all voting rights in relation to the Shares PROVIDED THAT the Chargor shall not exercise such voting rights in any manner which would constitute a Default or (ii) if an Event of Default has occurred under the Indentures (as such terms are defined in the Indentures). 4.2 The Security Trustee may, upon the occurrence of an Enforcement Event and at any time thereafter while such Enforcement Event is continuing, (in the applicable Pledgor shall not have received name of the written notice Chargor or otherwise and without any further consent or authority from the Secured Party and described below Chargor): (a) exercise (or refrain from exercising) any voting rights in Section 4(b), each Pledgor shall be entitled to exercise any and respect of all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement.Charged Portfolio; (b) Upon apply all dividends, interest and other monies arising from all or any part of the occurrence Charged Portfolio in accordance with Clause 9 (Application of Moneys); (c) transfer all or any part of the Charged Portfolio into the name of such nominee(s) of the Security Trustee as it shall require; (d) give notice to the Company as contemplated under the notice which the Chargor is required to have delivered to the Company pursuant to Clause 3.2(a); and (e) exercise (or refrain from exercising) the powers and during rights conferred on or exercisable by the continuation legal or beneficial owner of an Event all or any of Default the Charged Portfolio, including the right to concur or participate in: (i) the Secured Party mayreconstruction, at amalgamation, sale or other disposal of the Company or any of its optionassets or undertaking (including the exchange, and in addition to all rights and remedies available to conversion or reissue of the Secured Party under any other agreement at law, in equity shares or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to securities of the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and Company as a consequence thereof); (ii) if the Secured Party duly exercises its release, modification or variation of any rights or liabilities attaching to the shares or securities of the Company; and (iii) the exercise, renunciation or assignment of any right to vote subscribe for any shares or securities of the Company, in each case in such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true manner and lawful attorney in fact and IRREVOCABLE PROXY to vote on such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, terms as the case Security Trustee may be. The power think fit, and the proceeds of attorney granted hereby is coupled with an interest and any such action shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent form part of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsCharged Portfolio.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default has will have occurred and is continuing, the applicable : (i) Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall will be entitled to exercise any and all voting, management and voting rights and/or other consensual rights pertaining and powers inuring to the an owner of Pledged Collateral applicable to it Interests or any part thereof for any purpose not inconsistent consistent with the terms of this Agreement, the Investment Documents CV Shareholders’ Agreement and shall the Operating Agreement; provided, however, that Pledgor will not be entitled to exercise any such right if the result thereof would materially and adversely affect the rights inuring to a holder of the Pledged Interests or the rights and remedies of Secured Party under this Agreement, the CV Shareholders’ Agreement, the Operating Agreement or the Call Option Agreement or would reasonably be expected to have a material adverse effect on the value of the Pledged Interests or Secured Party’s interest therein; (ii) Pledgor will be entitled to receive and retain any and all cash dividends paid on the Pledged Interests (except cash dividends paid or distributions paid payable in respect of the Pledged Collateral if and total or partial liquidation of an issuer) to the extent they are expressly permitted not prohibited or limited by the Purchase Operating Agreement, the CV Shareholders’ Agreement or the Call Option Agreement; and (iii) Secured Party will execute and deliver to Pledgor, or cause to be executed and delivered to Pledgor, all such proxies, powers of attorney and other instruments as Pledgor may request for the purpose of enabling Pledgor to exercise any voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above and to receive the cash dividends it is entitled to receive pursuant to paragraph (a)(ii) above, as soon as reasonably practicable after receipt of a written request from Pledgor, which power of attorney shall remain effective until the earlier to occur of (A) the occurrence and continuation of an Event of Default and (B) the termination of this Agreement. (b) Upon the occurrence and during the continuation of an Event of Default Default: (i) All rights of Pledgor to exercise the Secured Party may, at its optionvoting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above, and in addition to all rights and remedies available to the obligations of Secured Party under any other agreement at lawparagraph (a)(iii) above, in equity or otherwisewill cease, immediately exercise all voting rights and all other ownership or consensual such rights will thereon become vested in respect to the Pledged Interests owned by such PledgorSecured Party, but under no circumstances is the Secured Party obligated by the terms of this Agreement which will have sole and exclusive right and authority to exercise such rights, voting and consensual rights and powers; (ii) if All rights of Pledgor to dividends or other payments pursuant to paragraph (a)(ii) above will cease, and all such rights will thereupon become vested in Secured Party, which will have the Secured Party duly exercises its sole and exclusive right and authority to vote receive and retain such dividends or other payments and any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may amounts will be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement applied in accordance with Section 25 at which time the provisions hereof; and (iii) Pledgor will promptly execute and deliver to Secured Party, or cause to be executed and delivered to Secured Party, all such power proxies, powers of attorney shall automatically terminateand other instruments as Secured Party may request for the purpose of enabling Secured Party to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (b)(i) above and to receive the cash dividends it is entitled to receive pursuant to paragraph (b)(ii) above. (c) For so long as any All dividends or other payments received by Pledgor shall have not otherwise addressed by the right to vote provisions of this Section 4 will be held in trust for the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent benefit of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party subject to the security interest of this Agreement, will be segregated from other property or funds of Pledgor and will be forthwith delivered to Secured Party upon demand in the value of the Pledged Interestssame form as so received (with any necessary endorsement).

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and Collateral Agent described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Note Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they that such dividends and distributions are expressly permitted not prohibited by the Purchase AgreementIndenture. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) the Secured Party mayDefault, at its optionthe election of Collateral Agent, upon the receipt by Pledgor of written notice of such election by Collateral Agent, all rights of Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and in addition all such rights shall, subject to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement the Intercreditor Agreement, thereupon become vested in Collateral Agent, for the benefit of the holders of the Notes, who shall thereupon have the sole right to exercise such rightsvoting or other consensual rights and to receive and retain such cash dividends and distributions. Upon the receipt of such written notice, Pledgor shall, subject to the terms of the Intercreditor Agreement, execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies and other instruments as Collateral Agent may reasonably request for the purpose of enabling Collateral Agent to exercise, on behalf of the holders of the Notes, the voting and other rights which it is entitled to exercise, on behalf of the holders of the Notes, and (ii) if to receive the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true dividends and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees distributions that it will notis entitled to receive and retain, without the prior written consent on behalf of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights holders of the Secured Party or Notes, pursuant to the value of the Pledged Interestspreceding sentence.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Loan Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementCollateral. (b) Upon the occurrence and during the continuation continuance of an Event of Default, all rights of Pledgor to receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain pursuant to SECTION 4(a) shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereupon have the sole right to receive and retain such cash dividends and distributions. Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party all such instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence. (c) Upon the occurrence and during the continuance of an Event of Default (i) the in respect of which Secured Party mayhas accelerated the Obligations, at its optionall rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to SECTION 4(A) shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting or other consensual rights, . Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights which may be submitted it is entitled to a vote of shareholders, partners or members, as exercise pursuant to the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatepreceding sentence. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Unless an Acceleration Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to Chargor may: (i) receive and retain all dividends, distributions and other monies paid on or derived from the Shares; and (ii) exercise all voting and other rights and powers attaching to the Shares provided that it may not exercise any cash dividends such voting or distributions paid other rights or powers in respect a manner which, in the reasonable opinion of the Pledged Collateral if and Security Agent, is likely to be prejudicial to the extent they are expressly permitted by the Purchase Agreementvalue of this Security or its realisation. (b) Upon the occurrence and during the continuation of While an Acceleration Event of Default is continuing: (i) the Secured Party mayChargor will direct the payment of all dividends, at its option, distributions and in addition to all rights and remedies available to other monies paid on or derived from the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated Shares as instructed by the terms Security Agent, for application in accordance with Clause 11 (Application of this Agreement to exercise such rights, and Proceeds); and (ii) if the Secured Party duly exercises Security Agent may (in its sole discretion): (A) exercise (in the name of the Chargor and without any further consent or authority), or direct the Chargor to exercise, any voting or other rights and powers attaching to the Shares for the purpose of preserving the value of this Security or facilitating its realisation; or (B) refrain (or direct the Chargor to refrain) from exercising any voting or other rights and powers attaching to the Shares; or (C) disclaim (by notice to the Chargor) any right to vote exercise any of such Pledged Interests, each Pledgor hereby appoints voting or other rights and powers attaching to the Secured Party as Pledgor’s true Shares. Unless and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of Security Agent takes any step to exercise any voting powers or rights attaching to the Shares after becoming entitled to do so under this agreement in accordance sub-paragraph, all such powers and rights remain with Section 25 at which time such power of attorney shall automatically terminatethe Chargor. (c) For so long as The Chargor will comply with any Pledgor shall have instruction given in relation to the right Shares pursuant to vote paragraph (b) above above. A disclaimer of rights pursuant to paragraph (b) above will confer on the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without Chargor the prior written consent authority to direct the exercise of the Secured Partydisclaimed right, vote as if an Acceleration Event was not continuing, in accordance with paragraph (a) above. (d) At no time when any Shares are registered in the name of the Security Agent or its nominee will the Security Agent be under any duty to ensure that any dividends, distributions or other monies payable in respect of those Shares are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any consensual action in connection with respect to such Pledged Interests which would materially adversely affect the rights taking up of the Secured Party or the value of the Pledged Interestsany Related Rights.

Voting Rights and Dividends. (a) So long as (Until the occurrence of an Event of Default which is continuing: i) the Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral and all expenses of the Pledgee in connection therewith have been paid in full and provided further that, upon the exercise of the conversion or retraction right, the additional Collateral resulting therefrom shall be paid or delivered to the Pledgee; (ii) the Pledgor shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid or distributed to the Pledgor prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral will remain registered in the name of the Pledgor and will not be transferred into the name of the Pledgee or its nominee. In addition to the Pledgee's rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any give consents, waivers and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (the Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Collateral. The Pledgor shall not be permitted by to exercise or refrain from exercising any voting rights or other powers if, in the Purchase Agreement. reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that the Pledgor shall give at least five (b5) Upon days' written notice of the manner in which the Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such the Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsthe Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as The Mortgagor shall procure that the Mortgaged Company will not declare, make or pay any dividend, charge, fee or other distribution (ior interest on any unpaid dividend, charge, fee or other distribution) no Event of Default shall have occurred and be continuing, (whether in cash or (iiin kind) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it on or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreementits share capital (or any class of its share capital). (b) Upon the occurrence and during the continuation of an Event of Default Before this Security becomes enforceable: (i) the voting rights, powers and other rights in respect of the Investments shall be exercised by the Mortgagor, in a manner which will not prejudice the interests of the Secured Party Parties; and (ii) without prejudice to the obligations of the Mortgagor under paragraph (a) above, all dividends, distributions or other income paid or payable in relation to the Investments may, at its option, and in addition to all rights and remedies available the discretion of the Security Agent be paid directly to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateMortgagor. (c) For so long The Mortgagor shall indemnify the Security Agent against any cost, loss or liability incurred by the Security Agent as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent a consequence of the Secured Party, vote Security Agent acting (or take refraining from acting) in respect of any consensual action with respect to such Pledged Interests which would materially adversely affect Investments permitted by this Deed on the rights direction of the Secured Party or Mortgagor. (d) After this Security has become enforceable (in the case of paragraphs (i) and (ii) below, for the purpose of preserving the value of, or realising, the Security): (i) the Security Agent may exercise (in the name of the Pledged InterestsMortgagor and without any further consent or authority on the part of the Mortgagor) any voting rights and any other powers or rights which may be exercised by the legal or beneficial owner of any Investment, any person who is the holder of any Investment or otherwise; (ii) if any Investments remain registered in the name of the Mortgagor, the Mortgagor irrevocably appoints the Security Agent as its proxy to exercise the voting rights and other rights or powers in respect of any of its Investments; and (iii) the dividends and/or other income paid or payable in relation to any Investment must be paid to the Security Agent, and the Mortgagor shall hold any dividends or other income received by it in relation to any Investment on trust for the Secured Parties and promptly pay them to the Security Agent. (e) The Security Agent will have no liability to the Mortgagor for any loss that results from the exercise or non-exercise of any voting rights attaching to the Investments or for any failure to deal with any notice relating to the Investments that is sent to the Security Agent. (f) Upon its receipt of a convening notice or agenda of a shareholders' meeting of the Mortgaged Company, the Mortgagor must, as soon as reasonably practicable, supply to the Security Agent a copy of such notice or agenda.

Voting Rights and Dividends. Subject to the terms of the Intercreditor Agreement: (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred continuing and is continuing, the applicable any Pledgor shall not have received the written notice from the Secured Party and Collateral Agent described below in Section SECTION 4(b), each such Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof and any Excluded Equity Interests held by it for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementIndenture Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default, at the election of Collateral Agent, upon the receipt by a Pledgor of written notice of such election by Collateral Agent, all rights of such Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain in respect of the Pledged Collateral applicable to it, as applicable pursuant to SECTION 4(a), shall cease, and all such rights shall thereupon become vested in Collateral Agent, who shall thereupon have the sole right to exercise such voting or other consensual rights and to receive and retain such cash dividends and distributions subject to the terms of the Indenture. Upon the receipt of such written notice, such Pledgor shall execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies and other instruments as Collateral Agent may reasonably request for the purpose of enabling Collateral Agent to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence. Following the waiver or cure of any such Event of Default, Collateral Agent shall, upon the reasonable request and at the expense of such Pledgor, execute and deliver (without recourse, representation or warranty) to such Pledgor such agreements or instruments as such Pledgor may reasonably request, to terminate such proxies and other instruments. Upon any such election by Collateral Agent, such Pledgor shall retain the right to (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights relating to all Excluded Equity Interests applicable to it so long as it exercises any such voting or other consensual right in respect a manner identical to the exercise by Collateral Agent of any such voting or other consensual right of the Equity Interests (of the Issuer of such Excluded Equity Interests) constituting Pledged Interests owned by Collateral applicable to such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, Pledgor and (ii) if receive and retain cash dividends and distributions that it would otherwise be entitled to exercise or receive and retain in respect of the Secured Party duly exercises its right Excluded Equity Interests applicable to vote any it to the extent, and solely to the extent, that such cash dividends and distributions are made on a pro rata basis with the Equity Interests (of the Issuer of such Excluded Equity Interests) that constitute Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect Collateral applicable to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.Pledgor

Voting Rights and Dividends. (a) So With respect to Pledgor, so long as (i) no Event of Default shall have occurred and be continuing, continuing or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and Collateral Agent described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementIndenture Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) Default, at the election of Collateral Agent, upon the receipt by Pledgor of written notice of such election by Collateral Agent, all rights of Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Collateral Agent, for the benefit of the Secured Party mayParties, at its option, and in addition who shall thereupon have the sole right to all exercise such voting or other consensual rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights receive and all other ownership or consensual rights in respect retain such cash dividends and distributions subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any Indenture. Upon the receipt of such Pledged Interestswritten notice, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have execute and deliver (or cause to be executed and delivered) to Collateral Agent all such proxies and other instruments as Collateral Agent may reasonably request for the right purpose of enabling Collateral Agent to vote the Pledged Interests owned by itexercise, such Pledgor covenants and agrees that it will not, without the prior written consent on behalf of the Secured PartyParties, vote or take any consensual action with respect the voting and other rights which it is entitled to such Pledged Interests which would materially adversely affect the rights exercise, on behalf of the Secured Party or Parties, and to receive the value dividends and distributions that it is entitled to receive and retain, on behalf of the Pledged InterestsSecured Parties, pursuant to the preceding sentence. Following the waiver or cure of any such Event of Default, Collateral Agent shall, upon the reasonable request and at the expense of Pledgor, execute and deliver (without recourse, representation or warranty) to Pledgor such agreements or instruments as Pledgor may reasonably request, to terminate such proxies and other instruments.

Voting Rights and Dividends. (a) So long as (i) 4.1 Voting rights and dividends provided no Enforcement Event of Default shall have has occurred and be continuing, or (ii) if an is continuing Provided no Enforcement Event of Default has occurred and is continuing, the applicable Pledgor shall: 4.1.1 to the extent permitted under the Principal Finance Documents, be entitled to all proceeds, dividends, interest and other monies or distributions of an income nature arising from the Pledged Shares; and 4.1.2 be entitled to attend all shareholders’ meetings of the Company and exercise all voting rights in relation to the Pledged Shares, provided that the Pledgor shall not have received exercise such voting rights in any manner which would result in, or otherwise permit or agree to, any: (a) variation of the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled rights attaching to exercise any and or conferred by all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof of the Secured Properties; or (b) increase in the issued share capital of the Company; or (c) exercise, renunciation or assignment of any right to subscribe for any purpose not inconsistent with the terms shares or securities; or (d) reconstruction, amalgamation, sale or other disposal of the Investment Documents and shall be entitled to receive and retain Company or any cash dividends or distributions paid in respect of the Pledged assets of the Company (including the exchange, conversion or reissue of any shares or securities as a consequence thereof), which would adversely affect the validity or enforceability of the Security or which would cause an Enforcement Event to occur. Unless otherwise permitted under the Principal Finance Documents, an exercise of any right referred to in subparagraphs (a) — (d) without the Collateral Agent’s prior written consent will constitute a breach of this Agreement and the proceeds of any such action shall form part of the Secured Properties. 4.2 Voting rights and dividends if an Enforcement Event has occurred and is continuing If an Enforcement Event has occurred and is continuing and to the extent they are expressly permitted allowed by applicable law: 4.2.1 the Purchase Agreement.Collateral Agent may, and shall, upon an instruction of the Applicable Representative, (in the name of the Pledgor or otherwise and without any further consent or authority from the Pledgor): (a) exercise (or refrain from exercising) the Voting Proxy in respect of any voting rights under the Pledged Shares; and (b) Upon apply all dividends, interest and other monies arising from the occurrence and during Pledged Shares which it receives to discharge the continuation Obligations. The proceeds of an Event any such action shall form part of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest Properties and shall be irrevocable until applied to discharging the termination Obligations as required by this Agreement and by law; and 4.2.2 the Pledgor must procure that all dividends payable thereafter in respect of this agreement in accordance with Section 25 at which time such power of attorney its Shares are paid directly to the Collateral Agent and shall automatically terminatefully co-operate and instruct the Company to allow the Collateral Agent to exercise its right under the Voting Proxy. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred continuing and is continuing, neither the applicable Pledgor shall not Collateral Agent nor the Required Holders have received delivered the written notice from the Secured Party and described below specified in Section 4(b), each 7(b): (i) The Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Investment Documents and Notes, the Note Agreement, the Guaranty Agreements or the other Note Documents. (ii) The Pledgor shall be entitled to receive and retain any cash and all dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are Collateral; provided, however, except as expressly permitted by the Purchase Note Agreement, that any and all (A) dividends or 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 Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject in each case, to any applicable requirements of the ACC Regulations, upon the occurrence and during the continuation of an Event of Default Default: (i) All rights of the Secured Party may, at its optionPledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall automatically cease, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to Collateral Agent shall thereupon have the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting and other consensual rights. West Maricopa Combine, Inc. Pledge and Security Agreement (ii) if All rights of the Pledgor to receive the distributions and dividends which it would otherwise be entitled to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and the Collateral Agent shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and interest. (iii) All distributions and dividends which are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Party duly exercises its right to vote any Parties, shall be segregated from other funds of such Pledged Interests, each the Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until forthwith paid over to the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent Collateral Agent on behalf of the Secured Party, vote or take Parties as Collateral in the same form as so received (with any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsnecessary endorsement).

Voting Rights and Dividends. (a) So long as Until the occurrence of an Event of Default which is continuing: (i) the Pledgors may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral and all expenses of the Pledgee in connection therewith have been paid in full and provided further that, upon the exercise of the conversion or retraction right, the additional Collateral resulting therefrom shall be paid or delivered to the Pledgee; (ii) the Pledgors shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid or distributed to the Pledgor at any time other than during the period of an Event of Default that has occurred and is continuing; and (iii) the Collateral will remain registered in the names of the Pledgors and will not be transferred into the name of the Pledgee or its nominee. In addition to the Pledgee’s rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any give consents, waivers and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of such Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Collateral. The Pledgors shall not be permitted by to exercise or refrain from exercising any voting rights or other powers if, in the Purchase Agreement. reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall give at least three (b3) Upon business days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuation of an Event of Default (i) and during the Secured Party maycontinuance of such Event of Event, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such any Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing8.1 Until this Mortgage becomes enforceable in accordance with Clause 9.1, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor Mortgagor shall be entitled to exercise any and to: (A) receive all votingdividends, management interest and other consensual rights pertaining monies arising from or receivable pursuant to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement.Mortgaged Securities; and (bB) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights (whether in its own name or through its nominee(s) or proxies) in respect of each of the Mortgaged Securities provided that no vote shall be cast or right exercised or other action taken that would be result in any breach of the terms and all other ownership or consensual conditions of this Mortgage. 8.2 Upon this Mortgage becoming enforceable in accordance with Clause 9.1, the Mortgagor shall not be entitled thereafter (unless and until this Mortgage shall have been released) to exercise any voting rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true Mortgaged Securities and lawful attorney in fact the Security Agent or its nominee(s) may at any time at the Security Agent's discretion exercise any voting rights and IRREVOCABLE PROXY to vote such Pledged Interests in any manner all the Secured Party deems advisable for or against all matters submitted or powers which may be submitted to a vote of shareholders, partners exercised by the person or members, as persons in whose name or names the case may beMortgaged Securities are registered. The power Security Agent shall promptly notify the Mortgagor of attorney granted hereby is coupled with an interest any such exercise of voting rights or powers under this Clause. 8.3 The Security Agent or its nominee(s) need not vote at any meeting or exercise any rights in relation to the Mortgaged Securities and shall not be irrevocable until responsible for loss occasioned by a failure to act or delay in so acting. Notwithstanding the termination of this agreement foregoing, the Security Agent shall consider in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as good faith any Pledgor shall have request by the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party Mortgagor or the value of Obligor to exercise its voting or other rights in relation to the Pledged InterestsMortgaged Securities under Clause 8.2 and shall so act if, in its absolute discretion, it sees fit.

Voting Rights and Dividends. (a) So long as (i) no Triggering Event of Default exists and is continuing or would result therefrom, and except to the extent that the Collateral, or any portion thereof, shall have occurred been disposed of by Secured Party following the occurrence and be continuing, or (ii) if during the continuance of an Event of Default has occurred and is continuing, in connection with the applicable Pledgor shall not have received the written notice from the exercise by Secured Party and described below in Section 4(b)of its remedies as the holder of a security interest therein, each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged its Collateral applicable to it or any part thereof for any purpose not inconsistent with the express terms of the Investment Loan Documents and shall be entitled to receive and retain any cash dividends dividends, interest, or distributions paid in respect of the Pledged Collateral if in accordance with the terms of the Loan Agreement and to the extent they are expressly permitted by the Purchase AgreementLoan Documents. (b) Upon the occurrence and during the continuation continuance of an Event any Triggering Event, all rights of Default (i) each Pledgor to exercise the Secured Party mayvoting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, at its optionas applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested ------------ in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such rights, voting or other consensual rights and to receive and retain such cash dividends and distributions. Each Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights which may be submitted it is entitled to a vote of shareholders, partners or members, as exercise and to receive the case may be. The power of attorney granted hereby is coupled with an interest dividends and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees distributions that it will not, without is entitled to receive and retain pursuant to the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestspreceding sentence.

Voting Rights and Dividends. 3.1 Any rights or powers conferred under this Clause 3 to the Second Priority Security Agent can only be exercised (awithout prejudice to the terms of the Intercreditor Arrangements) So after the full and final discharge and release of the First-Ranking Pledge Agreement and at any time any Future First-Ranking Pledge Agreement is not subsisting. For the avoidance of doubt, any First Priority Security Holder shall be authorised and entitled to exercise rights arising at law or under the First-Ranking Pledge Agreement or any Future First-Ranking Pledge Agreement, without having obtained a consent or approval, and without having to inform the Second Priority Security Agent except as otherwise expressly required in the Intercreditor Arrangements. 3.2 As long as (i) no Event of Default shall have occurred this Pledge Agreement remains in force and be continuing, or (ii) if unless there is an Event of Default has occurred and which is continuing, the applicable Pledgor shall not have received be entitled to receive all dividends, subject to the written notice from terms of and to the Secured Party extent permitted by the Second-Ranking Finance Documents and described below the Intercreditor Arrangements. Subject, for the avoidance of doubt, to clause 3.1 and the Intercreditor Arrangements, following the occurrence of an Event of Default which is continuing, the Second Priority Security Agent shall be entitled to receive all dividends and to apply them in Section 4(b)accordance with the terms of the Second-Ranking Finance Documents and the Intercreditor Arrangements. 3.3 Unless there is an Event of Default which is continuing, each the Pledgor shall be entitled to exercise any and all voting, management and other consensual voting rights pertaining attached to the Pledged Collateral applicable to it Shares in a manner which does not (i) materially and adversely affect this Pledge or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of cause an Event of Default (i) to occur or vary the Secured Party may, at its option, and in addition rights attaching to or conferred by all rights and remedies available to the Secured Party under or any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to part of the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and Portfolio or (ii) increase the issued share capital of the Company if in the Secured Party duly exercises its right reasonable opinion of the Second Priority Security Agent this would materially prejudice the value of the Pledged Portfolio, or the ability of the Second Priority Security Agent to vote enforce the Pledge. Subject to clause 3.1 and the Intercreditor Arrangements, at any time there is an Event of such Pledged InterestsDefault which is continuing, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured PartySecond Priority Security Agent, vote exercise any voting rights or take otherwise in relation to the Shares. 3.4 Subject to Clause 3.1 and the intercreditor Arrangements, the Second Priority Security Agent shall be entitled (but not obliged), at any consensual action time there is an Event of Default which is continuing, to exercise the voting rights attached to the Shares in accordance with respect the provisions of Article 9 of the Financial Collateral Law in any manner the Second Priority Security Agent deems fit. The Pledgor shall do whatever is necessary in order to such Pledged Interests which would materially adversely ensure that the exercise of the voting rights in these circumstances is facilitated and becomes possible for the Second Priority Security Agent, including the issuing of a written proxy in any form or any other document that the Second Priority Security Agent may require for the purpose of exercising the voting rights. 3.5 The provisions of this Clause shall not affect or prejudice the rights of the Secured Party First Priority Security Trustee or any First Priority Security Holder under the value of the Pledged InterestsFirst-Ranking Pledge Agreement or any Future First-Ranking Pledge Agreement.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid or distributed in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement.Collateral; (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) Default, all rights of Pledgor to exercise the Secured Party mayvoting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, at its optionas applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition Purchaser, who shall thereupon have the sole right to all exercise such voting or other consensual rights and remedies available to receive and retain such cash dividends and distributions; provided that with respect to exercise of any rights (including the right to receive and retain dividends) relating to the Secured Party under any other agreement at lawEquity Interest in CGMR BVI, in equity or otherwise, immediately exercise all voting such rights and all other ownership or consensual rights in respect shall be subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement the Shareholders' Agreement. Pledgor shall execute and deliver (or cause to be executed and delivered) to Purchaser all such proxies and other instruments as Purchaser may reasonably request for the purpose of enabling Purchaser to exercise such rights, the voting and other rights which they are entitled to exercise and to receive the dividends and distributions that they are entitled to receive and retain pursuant to the preceding sentence; provided that with respect to exercise of any rights (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have including the right to vote receive and retain dividends) relating to the Pledged Interests owned by itEquity Interest in CGMR BVI, such Pledgor covenants and agrees that it will not, without rights shall be subject to the prior written consent terms of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsShareholders' Agreement.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, continuing and thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 8(b) hereof: (a) The Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of the Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) The Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by the Purchase Agreement. (b) Upon the occurrence Pledgor and during the continuation of an Event of Default (i) the Secured Party may, at its optionin the case of cash, and in addition to all rights and remedies available be applied by the Agent to the Secured Party under any other agreement at lawObligations, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit the Pledgor shall have to exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which the right Pledgor is entitled to vote receive and retain under subsection (b) above, the Pledged Interests owned by itAgent will, such Pledgor covenants and agrees that it will notif necessary, without upon the prior written consent request of the Secured PartyPledgor, vote or take any consensual action with respect from time to such Pledged Interests which would materially adversely affect time execute and deliver to the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. Subject to the Intercreditor Agreement: (a) So With respect to the Pledgor, so long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and Agent described below in Section 4(b), each the Pledgor shall be entitled to exercise or refrain from exercising any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and Loan Documents; provided, however, that no vote shall be entitled to receive and retain cast, consent given or right exercised or other action taken by the Pledgor that would impair the Pledged Collateral, be inconsistent with or result in any cash dividends or distributions paid in respect violation of any provision of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party mayLoan Documents, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will notwould, without the prior written consent of the Secured PartyAgent, vote enable or take permit any consensual action Issuer of the Pledged Collateral to issue any stock or to issue any other securities convertible into or granting the right to purchase or exchange for any stock of any Issuer of Pledged Collateral other than as permitted by the Loan Documents. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any Issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Agent, be delivered to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by the Pledgor, the Pledgor shall, until such Pledged Interests which would materially adversely affect money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of the Pledgor, as additional security for the Secured Obligations. (b) And subject to the provisions of Section 23 of this Agreement, upon the occurrence and during the continuance of an Event of Default, at the election of Agent in its Permitted Discretion, upon the receipt by the Pledgor of written notice of such election by Agent, all rights of the Secured Party Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Agent, who shall thereupon have the value sole right to exercise such voting or other consensual rights and to receive and retain such cash dividends and distributions. Upon the receipt of such written notice, the Pledged InterestsPledgor shall execute and deliver (or cause to be executed and delivered) to Agent all such proxies and other instruments as Agent may reasonably request for the purpose of enabling Agent to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred continuing and is continuing, neither the applicable Pledgor shall not Collateral Agent nor the Required Holders have received delivered the written notice from the Secured Party and described below specified in Section 4(b), each 7(b): (i) The Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Investment Documents and Notes, the Note Agreement, the Guaranty Agreements or the other Note Documents. (ii) The Pledgor shall be entitled to receive and retain any cash and all dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are Collateral; provided, however, except as expressly permitted by the Purchase Note Agreement, that any and all (A) dividends or 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 Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject in each case, to any applicable requirements of the ACC Regulations, upon the occurrence and during the continuation of an Event of Default Default: (i) All rights of the Secured Party may, at its optionPledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall automatically cease, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to Collateral Agent shall thereupon have the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting and other consensual rights. Global Water, LLC Pledge and Security Agreement (ii) if All rights of the Pledgor to receive the distributions and dividends which it would otherwise be entitled to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and the Collateral Agent shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and interest. (iii) All distributions and dividends which are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Party duly exercises its right to vote any Parties, shall be segregated from other funds of such Pledged Interests, each the Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until forthwith paid over to the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent Collateral Agent on behalf of the Secured Party, vote or take Parties as Collateral in the same form as so received (with any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsnecessary endorsement).

Voting Rights and Dividends. (a) So long as Prior to an Event of Default (and the expiration of any applicable cure period pertaining thereto) Pledgor shall (i) no be entitled to vote the Collateral, (ii) be entitled to give consents, waivers and ratification in respect of the Collateral, and (iii) be entitled to collect and receive for its own use cash dividends legally declared available for distribution, on the Collateral. (b) In addition to the Pledgee's rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any give consents, waivers and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Collateral. No Pledgor shall be permitted by to exercise or refrain from exercising any voting rights or other powers if, in the Purchase Agreement. reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that each Pledgor shall give at least five (b5) Upon days' written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such any Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if Unless an Event of Default hereunder has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each : (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Secured Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise; or (ii) distributions in complete or partial liquidation of any Partnership or LLC or the interest of such Pledgor therein; in each case, shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Agent to the Secured Party under any other agreement at law, Obligations in equity or otherwise, immediately exercise all voting rights such order and all other ownership or consensual rights manner as the Agent shall determine and otherwise in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by accordance with the terms of this Agreement to exercise such rightsthe Credit Agreement, and (ii) if whether or not the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for same may then be due or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateotherwise adequately secured. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default continuing and Pledgor has occurred and is continuing, the applicable Pledgor shall not have received the no written notice from the Secured Party Pledgee stating its intention to exercise its rights and described below in remedies under this Section 4(b)6, each (i) Pledgor shall be entitled to exercise any and all voting, management management, administration and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Loan Agreement or any other Loan Document; provided that Pledgor shall give at least five (5) days’ written notice of the Investment Documents manner in which Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters and (ii) Pledgor shall be entitled to receive and retain retain, free and clear of the Lien hereof, any and all dividends and all other distributions in respect of any Collateral, if and to the extent made in accordance with the provisions of the Loan Agreement; provided, however, that any and all (A) non-cash dividends distributions paid, received or otherwise distributed in respect of, or in exchange for, any Collateral, (B) cash distributions paid in respect of any of the Pledged Collateral if in connection with a liquidation or dissolution or reorganization or in connection with a reduction of capital, capital surplus, stock-split, spin-off or similar rearrangement and (C) cash paid or otherwise distributed in respect of principal, or redemption of, or in exchange for, any Collateral, shall be forthwith delivered to Pledgee to hold as Collateral hereunder. Pledgee shall, upon receiving a written request from Pledgor execute and deliver, at Pledgor’s expense, (or cause to be executed and delivered) to Pledgor all proxies, powers of attorney, consents, ratifications and waivers and other instruments as Pledgor may reasonably request in order to permit Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the extent they are expressly permitted by dividends and other distributions which it is authorized to receive and retain pursuant to paragraph (ii) above in respect of any of the Purchase Agreement. (b) Upon the occurrence Collateral. In addition to Pledgee’s rights and during the continuation of remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and has been declared by Pledgee, Pledgee shall (i) vote the Secured Party mayCollateral, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if be entitled to give consents, waivers and ratifications in respect of the Secured Party duly exercises its right to vote any of such Pledged Interests, each Collateral (Pledgor hereby appoints the Secured Party as Pledgor’s true irrevocably constituting and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholdersappointing Pledgee, partners or members, as the case may be. The with full power of attorney granted hereby is coupled with an interest substitution, the proxy and shall attorney-in-fact of Pledgor for such purposes) and (iii) be irrevocable until entitled to collect and receive for its own use cash dividends paid on the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Collateral. Pledgor shall have not be permitted to exercise or refrain from exercising any voting rights or other powers if, in the right to vote the Pledged Interests owned by itreasonable judgment of Pledgee, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or have a material adverse effect on the value of the Pledged InterestsCollateral or any part thereof. All dividends and all other distributions in respect of any of the Collateral, which are received by Pledgor contrary to the provisions of this Section 6 or the Loan Agreement shall be received in trust for the benefit of Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to Pledgee as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Dividends. (a) So long as Until the occurrence of an Event of Default which is continuing: (i) no the Company may exercise all rights to vote with respect to any Pledged Collateral; (ii) the Company shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property). In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuingbeyond any applicable cure period, the applicable Pledgor Pledgee shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall (x) be entitled to exercise any and all voting, management and other consensual rights pertaining to vote the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall Collateral, (y) be entitled to receive give consents, waivers and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (the Company hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Company for such purposes) and (z) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Pledged Collateral. The Company shall not be permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all exercise or refrain from exercising any voting rights and remedies available to the Secured Party under any or other agreement at lawpowers if, in equity the reasonable judgment of the Agent or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by itPledgee, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or have a material adverse effect on the value of the Pledged InterestsCollateral or any part thereof; and, provided, further, that the Company shall give at least five (5) days’ written notice of the manner in which the Company intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence of an Event of Default, all dividends and all other distributions in respect of any of the Pledged Collateral, shall be delivered to the Agent to hold as Collateral and shall, if received by the Company, be received in trust for the benefit of the Pledgees, be segregated from the other property or funds of the Company, and be forthwith delivered to the Agent as Collateral in the same form as so received (with any necessary endorsement).

Voting Rights and Dividends. (a) So long as (Until the occurrence of an Event of Default which is continuing and has not been waived: i) the Pledgor may exercise all rights to vote and to exercise all rights of conversion or retraction or other similar rights with respect to any Collateral; provided that no such exercise, in the opinion of the Pledgee, will have an adverse effect on the value of Collateral and all expenses of the Pledgee in connection therewith have been paid in full and provided further that, upon the exercise of the conversion or retraction right, the additional Collateral resulting therefrom shall be paid or delivered to the Pledgee; (ii) the Pledgor shall be entitled to receive all dividends (whether paid or distributed in cash, securities or other property) and interest declared and paid or distributed in respect of the Collateral, and such dividends and interest shall cease to be subject to the security interest if paid or distributed to the Pledgor prior to the occurrence of an Event of Default but not otherwise; and (iii) the Collateral will remain registered in the name of the Pledgor and will not be transferred into the name of the Pledgee or its nominee. In addition to the Pledgee's rights and remedies set forth in Section 9 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any give consents, waivers and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (the Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of the Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Collateral. The Pledgor shall not be permitted by to exercise or refrain from exercising any voting rights or other powers if, in the Purchase Agreement. reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that the Pledgor shall give at least five (b5) Upon days' written notice of the manner in which the Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such the Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsthe Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (ai) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable continuing and Pledgor shall has not have received the written notice from the Secured Party and Lender described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Loan Documents including, without limitation, the retention and shall be entitled to receive and retain any use of cash dividends or distributions paid permitted in respect Section 3(d) of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase this Agreement. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) the Secured Party mayDefault, at the election of Lender in its optionPermitted Discretion, upon the receipt by Pledgor of written notice of such election by Lender, all rights of Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition Lender, who shall thereupon have the sole right to all exercise such voting or other consensual rights and remedies available to receive and retain such cash dividends and distributions. Upon the receipt of such written notice, Pledgor shall execute and deliver (or cause to be executed and delivered) to Lender all such proxies and other instruments as Lender may reasonably request for the purpose of enabling Lender to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the Secured Party under any other agreement at law, in equity preceding sentence. After all Events of Default have been cured or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect waived pursuant to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rightsthe Loan Documents, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote exercise the Pledged Interests owned by itvoting, such Pledgor covenants consensual and agrees other rights and powers that it will not, without would otherwise be entitled to exercise pursuant to the prior written consent terms of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Intereststhis Section 4.

Voting Rights and Dividends. (a) So long as (i) no Unless and until an --------------------------- Event of Default shall have occurred and be continuing, or : (iii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and voting rights and/or other consensual rights pertaining and powers inuring to the an owner of Pledged Collateral applicable to it Securities or any part thereof for any purpose not inconsistent consistent with the terms of this Section; provided, however, that such Pledgor will not be entitled to exercise any such right if the Investment Documents result thereof would materially and adversely affect the rights inuring to a holder of the Pledged Securities or the rights and remedies of the Agent or the Lenders under this Section; and provided, further, that such Pledgor shall give the Agent at least five days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; (ii) each Pledgor as to the Pledged Securities pledged by it shall be entitled to receive and retain any and all cash dividends (except cash dividends paid or distributions paid payable in respect of the total or partial liquidation of an issuer) paid on the Pledged Collateral Securities pledged by it; provided, however, that until actually paid, all rights to such dividends shall remain subject to the security interest of this Section. All dividends (other than those cash dividends which each Pledgor may retain pursuant to the immediately preceding sentence) and all other distributions in respect of, or in exchange for, any of the Pledged Securities, shall forthwith be paid or delivered to the Agent and held by the Agent subject to the security interest of this Section and, if received by any Pledgor, shall, until paid or delivered to the Agent, be segregated from the other funds and property of such Pledgor and held in trust for the Agent for the benefit of the Lenders subject to the security interest of this Section; and (iii) the Agent shall execute and deliver to each Pledgor, or cause to be executed and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above and to receive the extent they are expressly permitted cash dividends it is entitled to receive pursuant to paragraph (a)(ii) above, as soon as reasonably practicable after receipt of a written request from such Pledgor together with a certificate by the Purchase Agreementan Officer of such Pledgor stating that no Default or Event of Default has occurred and is continuing. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default: (i) All rights of each Pledgor to exercise the Secured Party may, at its optionvoting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above, and the obligations of the Agent under paragraph (a)(iii) above, shall cease, and all such rights shall thereon become vested in addition the Agent, which shall have sole and exclusive right and authority to all exercise such voting and consensual rights and remedies available powers. The Agent shall also have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as Agent, in the name of its nominee or in the name of each Pledgor, endorsed or assigned in blank or in favor of the Agent. With respect to the Secured Party under shares of Capital Stock of Mutual Indemnity (Dublin) Ltd. pledged hereunder, the Agent and/or its nominee shall have the right (in its sole and absolute discretion) to apply for registration as the holder of such shares of Capital Stock and to become the registered holder thereof. Each Pledgor will promptly give the Agent copies of any notices or other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in communications received by it with respect to the Pledged Interests owned by Securities registered in the name of such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and ; and (ii) if All rights of each Pledgor to dividends or other payments pursuant to paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Secured Party duly exercises its Agent, which shall have the sole and exclusive right and authority to vote any receive and retain such dividends or other payments. All dividends or other payments received by each Pledgor contrary to the provisions of this Section 10.5 shall be held in trust for the Agent for the benefit of the Lenders, shall be segregated from other property or funds of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until forthwith delivered to the termination Agent upon demand in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Agent pursuant to this paragraph (b)(ii) shall be retained by the Agent for the benefit of this agreement the Lenders as additional Collateral hereunder and applied in accordance with Section 25 at which time such power of attorney shall automatically terminatethe provisions hereof. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Unless an Acceleration Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor Chargor may: (i) receive and retain all dividends, distributions and other monies paid on or derived from the Shares; and (ii) exercise all voting and other rights and powers attaching to the Shares provided that it may not exercise any such voting or other rights or powers in a manner which, in the reasonable opinion of the Security Agent, is likely to be prejudicial to the value of this Security or its realisation. (b) While an Acceleration Event is continuing: (i) the Chargor will direct the payment of all dividends, distributions and other monies paid on or derived from the Shares as instructed by the Security Agent, for application in accordance with Clause 11 (Application of Proceeds); and (ii) subject to paragraph (c) below, the Security Agent may (in its sole discretion): (A) exercise (in the name of the Chargor and without any further consent or authority), or direct the Chargor to exercise, any voting or other rights and powers attaching to the Shares for the purpose of preserving the value of this Security or facilitating its realisation; or (B) refrain (or direct the Chargor to refrain) from exercising any voting or other rights and powers attaching to the Shares; or (C) disclaim (by notice to the Chargor) any right to exercise any voting or other rights and powers attaching to the Shares. Unless and until the Security Agent takes any step to exercise any voting powers or rights attaching to the Shares after becoming entitled to do so under this sub-paragraph, all such powers and rights remain with the Chargor. (c) The Security Agent shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual voting rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends other powers or distributions paid in respect of the Pledged Collateral rights under paragraph (b) above if and to the extent they are expressly permitted by that: (i) a notifiable acquisition would, as a consequence, take place under section 6 of the Purchase AgreementNational Security and Investment Act 2021 (the “NSI Act”) and any regulations made under the NSI Act; and (ii) either: (A) the Secretary of State has not approved that notifiable acquisition in accordance with the NSI Act; or (B) the Secretary of State has approved that notifiable acquisition in accordance with the NSI Act but there would, as a consequence, be a breach of the provisions of a final order made in relation to that notifiable acquisition under the NSI Act. (d) The Chargor will comply with any instruction given in relation to the Shares pursuant to paragraph (b) Upon above above. A disclaimer of rights pursuant to paragraph (b) above will confer on the occurrence and during Chargor the continuation authority to direct the exercise of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or membersdisclaimed right, as the case may be. The power of attorney granted hereby is coupled with if an interest and shall be irrevocable until the termination of this agreement Acceleration Event was not continuing, in accordance with Section 25 at which time such power of attorney shall automatically terminateparagraph (a) above. (ce) For so long as At no time when any Pledgor shall have Shares are registered in the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent name of the Secured PartySecurity Agent or its nominee will the Security Agent be under any duty to ensure that any dividends, vote distributions or other monies payable in respect of those Shares are duly and promptly paid or received by it or its nominee, or to verify that the correct amounts are paid or received, or to take any consensual action in connection with respect to such Pledged Interests which would materially adversely affect the rights taking up of the Secured Party or the value of the Pledged Interestsany Related Rights.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred continuing and is continuing, neither the applicable Pledgor shall not Collateral Agent nor the Required Holders have received delivered the written notice from the Secured Party and described below specified in Section 4(b), each 7(b): (i) The Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Investment Documents and Notes, the Note Agreement, the Guaranty Agreements or the other Note Documents. (ii) The Pledgor shall be entitled to receive and retain any cash and all dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are Collateral; provided, however, except as expressly permitted by the Purchase Note Agreement, that any and all (A) dividends or 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 Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Collateral Agent to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject in each case, to any applicable requirements of the ACC Regulations, upon the occurrence and during the continuation of an Event of Default Default: (i) All rights of the Secured Party may, at its optionPledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall automatically cease, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to Collateral Agent shall thereupon have the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting and other consensual rights. Global Water Resources, Inc. Pledge and Security Agreement (ii) if All rights of the Pledgor to receive the distributions and dividends which it would otherwise be entitled to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, and the Collateral Agent shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and interest. (iii) All distributions and dividends which are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Party duly exercises its right to vote any Parties, shall be segregated from other funds of such Pledged Interests, each the Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until forthwith paid over to the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent Collateral Agent on behalf of the Secured Party, vote or take Parties as Collateral in the same form as so received (with any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsnecessary endorsement).

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred continuing and is continuing, the applicable any Pledgor shall not have received the written notice from the Secured Party and Trustee described below in Section 4(b), each such Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof and any Excluded Equity Interests held by it for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementIndenture Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default, at the election of the Trustee, upon the receipt by a Pledgor of written notice of such election by the Trustee, all rights of such Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain in respect of the Pledged Collateral applicable to it, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in the Trustee, who shall thereupon have the sole right to exercise such voting or other consensual rights and to receive and retain such cash dividends and distributions subject to the terms of the Indenture. Upon the receipt of such written notice, such Pledgor shall execute and deliver (or cause to be executed and delivered) to the Trustee all such proxies and other instruments as the Trustee may reasonably request for the purpose of enabling the Trustee to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence. Following the waiver or cure of any such Event of Default, the Trustee shall, upon the reasonable request and at the expense of such Pledgor, execute and deliver (without recourse, representation or warranty) to such Pledgor such agreements or instruments as such Pledgor may reasonably request, to terminate such proxies and other instruments. Upon any such election by the Trustee, such Pledgor shall retain the right to (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights relating to all Excluded Equity Interests applicable to it so long as it exercises any such voting or other consensual right in respect a manner identical to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated exercise by the terms Trustee of this Agreement any such voting or other consensual right of the Equity Interests (of the Equity Issuer of such Excluded Equity Interests) constituting Pledged Collateral applicable to exercise such rights, Pledgor and (ii) if receive and retain cash dividends and distributions that it would otherwise be entitled to exercise or receive and retain in respect of the Secured Party duly exercises its right Excluded Equity Interests applicable to vote any it to the extent, and solely to the extent, that such cash dividends and distributions are made on a pro rata basis with the Equity Interests (of the Equity Issuer of such Excluded Equity Interests) that constitute Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect Collateral applicable to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, continuing and thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 9(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise; or (ii) distributions in complete or partial liquidation of any Partnership or LLC or the interest of such Pledgor therein; in each case, shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Agent to the Secured Party under any other agreement at lawObligations in accordance with the terms of the Credit Agreement, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/ or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid or distributed in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement.Collateral; (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) Default, all rights of Pledgor to exercise the Secured Party mayvoting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, at its optionas applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition Purchaser, who shall thereupon have the sole right to all exercise such voting or other consensual rights and remedies available to receive and retain such cash dividends and distributions; provided that with respect to Wits Basin and the exercise of any rights (including the right to receive and retain dividends) relating to the Secured Party under any other agreement at lawits Equity Interest in CGMR BVI, in equity or otherwise, immediately exercise all voting such rights and all other ownership or consensual rights in respect shall be subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement the Shareholders' Agreement. Wits Basin shall execute and deliver (or cause to be executed and delivered) to Purchaser all such proxies and other instruments as Purchaser may reasonably request for the purpose of enabling Purchaser to exercise such rights, the voting and other rights which they are entitled to exercise and to receive the dividends and distributions that they are entitled to receive and retain pursuant to the preceding sentence; provided that with respect to exercise of any rights (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have including the right to vote receive and retain dividends) relating to the Pledged Interests owned by itEquity Interest in CGMR BVI, such Pledgor covenants and agrees that it will not, without rights shall be subject to the prior written consent terms of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsShareholders' Agreement.

Voting Rights and Dividends. (a) So long The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest ("Dividend Proceeds") of the Collateral and, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds of the Collateral consisting of Dividend Proceeds and the Pledgor shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such Proceeds, including, without limitation, all dividends and other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties and, if the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Potential Event of Default or Event of Default), shall be segregated from other funds of the Pledgor and shall, forthwith upon demand by the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Potential Event of Default or Event of Default), be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent's right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default. (i) no Unless a Potential Event of Default or an Event of Default shall have occurred and be continuing, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities (or security entitlements in respect thereof), and the Collateral Agent shall, upon receiving a written request from the Pledgor accompanied by a certificate of the Pledgor (iior if Pledgor is a Company, an Authorized Officer of the Pledgor) if an stating that no Potential Event of Default or Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining deliver to the Pledged Collateral applicable to it Pledgor or any part thereof for any purpose not inconsistent with the terms as specified in such request such proxies, powers of the Investment Documents attorney, consents, ratifications and shall be entitled to receive and retain any cash dividends or distributions paid waivers in respect of any of the Pledged Securities (or security entitlements in respect thereof ) that are registered, or held through a securities intermediary, in the name of the Collateral if Agent or its nominee as shall be specified in such request and be in form and substance satisfactory to the extent they are expressly permitted by the Purchase AgreementCollateral Agent. (bii) Upon the occurrence and during the continuation If a Potential Event of Default or an Event of Default (i) shall have occurred and be continuing, the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor Collateral Agent shall have the right right, to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote the Pledged Interests owned by itand to give consents, such Pledgor covenants ratifications and agrees that it will notwaivers, without the prior written consent of the Secured Party, vote or and to take any consensual other action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party any or the value all of the Pledged InterestsSecurities (or security entitlements in respect thereof ) with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable no Pledgor shall not have received the written notice from the Secured Party and Lender described below in Section SECTION 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementLoan Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) the Secured Party mayDefault, at the election of Lender in its optionPermitted Discretion, upon the receipt by a Pledgor of written notice of such election by Lender, all rights of such Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to SECTION 4(a), shall cease, and all such rights shall thereupon become vested in addition Lender, who shall thereupon have the sole right to all exercise such voting or other consensual rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights receive and all other ownership or consensual rights in respect retain such cash dividends and distributions subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any Loan Agreement. Upon the receipt of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by itwritten notice, such Pledgor covenants shall execute and agrees deliver (or cause to be executed and delivered) to Lender all such proxies and other instruments as Lender may reasonably request for the purpose of enabling Lender to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it will notis entitled to receive and retain pursuant to the preceding sentence. Following the waiver or cure of any such Event of Default, without Lender shall, upon the prior written consent reasonable request and at the expense of the Secured PartyPledgor, vote execute and deliver to Pledgor such agreements or take any consensual action with respect instruments as Pledgor may reasonably request, to terminate such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsproxies and other instruments.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or : (iii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to may exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that (A) Pledgor will not exercise or refrain from exercising any such right, as the Investment Documents case may be, if the Pledgee gives it notice that, in its judgment, such action would have a material adverse effect on the value of the Collateral or any part thereof, and shall be entitled (B) Pledgor will give the Pledgee at least five business days' notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right which is reasonably likely to have a material adverse effect on the value of the Collateral; (ii) Pledgor may receive and retain any and all cash dividends or other cash distributions paid in respect of the Pledged Collateral if Collateral; and (iii) Pledgee will execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) of this Section 6(a) and to receive the extent they are expressly permitted by the Purchase Agreementdividends, distributions and other payments which it is authorized to receive and retain pursuant to paragraph (ii) of this Section 6(a). (b) Upon the occurrence and during the continuation continuance of an Event of Default Default, in addition to the Pledgee's rights and remedies set forth in Section 8: (i) Pledgee shall (i) be entitled to vote the Secured Party mayCollateral, at (ii) be entitled to give consents, waivers and ratifications in respect of the Collateral (Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of Pledgor for such purposes) and (iii) be entitled to collect and receive for its option, and in addition to own use cash dividends paid on the Collateral; and (ii) all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, beyond any applicable cure period, the Pledgee shall, subject to the rights of any senior secured creditor or any party holding a senior secured lien on the Collateral (i) be entitled to vote the Collateral, (ii) if be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. If an Event of Default has shall have occurred and is an be continuing, the applicable no Pledgor shall not be permitted to exercise or refrain from exercising any voting rights or other powers if, in the reasonable judgment of the Pledgee, such action would have received a material adverse effect on the written notice from value of the Secured Party and described below in Section 4(b)Collateral or any part thereof; and, provided, further, that each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms give at least five (5) days’ written notice of the Investment Documents manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and shall be entitled voting with respect to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon incidental matters. Following the occurrence and during the continuation continuance of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned by such PledgorPledgee, but under no circumstances is the Secured Party obligated by the terms of this Agreement subject to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of any senior secured creditor or any party holding a senior secured lien on the Secured Party or Collateral, to hold as Collateral and shall, if received by any Pledgor, be received in trust for the value benefit of the Pledged InterestsPledgee, be segregated from the other property or funds of any other Pledgor, and be forthwith delivered to the Pledgee Acceris Communications Confidential Materials October 14, 2004 as Collateral in the same form as so received (with any necessary endorsement), or at Pledgor’s request, applied to the Indebtedness.

Voting Rights and Dividends. (a) So long as no Event of Default occurs and remains continuing: (i) no Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement; provided, however, without the prior written consent of the Pledgee, that such Pledgor shall not exercise, or shall refrain from exercising, any such right if it would result in an Event of Default. Following the occurrence of an Event of Default, all rights of each Pledgor to vote and to give consents, waivers and ratifications in respect of the Collateral shall cease. (ii) Any and all dividends or distributions declared in respect of the Collateral shall be applied toward payment of the Notes. (b) In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if be entitled to give consents, waivers and ratifications in respect of the Collateral (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of such Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the Collateral. Unless and until there shall have occurred and be continuing an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b)Default, each Pledgor shall be entitled permitted to exercise or refrain from exercising any and all votingvoting rights or other powers; provided that, management and other consensual rights pertaining in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken if, in the Pledged reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms thereof; and, provided, further, that such Pledgor shall give at least five (5) days’ written notice of the Investment Documents manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and shall be entitled voting with respect to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights of each Pledgor to vote and remedies available to the Secured Party under any other agreement at lawgive consents, in equity or otherwise, immediately exercise waivers and ratifications shall cease and all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such any Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany other Pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, continuing and thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 8(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement, the Investment Documents and Credit Agreement or any other document evidencing or otherwise relating to any of the Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; PROVIDED, HOWEVER, that such dividends and distributions representing stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Agent to the Secured Party under any other agreement at lawObligations, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, continuing and thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 8(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Agent to the Secured Party under any other agreement at lawObligations, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. Subject to the terms of the Intercreditor Agreement and the Gaming Laws: (a) So With respect to any Pledgor, so long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable such Pledgor shall not have received the written notice from the Secured Party and Collateral Agent described below in Section 4(b), each such Pledgor shall be entitled to exercise or refrain from exercising any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and Transaction Documents; provided, however, that no vote shall be entitled to receive and retain cast, consent given or right exercised or other action taken by such Pledgor that would impair the Pledged Collateral, be inconsistent with or result in any cash dividends violation of any provision of the Transaction Documents, or distributions paid in respect that would, without the prior consent of the Collateral Agent, enable or permit any Issuer of the Pledged Collateral if and to issue any Stock or to issue any other securities convertible into or granting the extent they are expressly right to purchase or exchange for any Stock of any Issuer of Pledged Collateral other than as permitted by the Purchase Transaction Documents and the Loan Agreement. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any Issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Pledgor, as additional security for the Secured Obligations. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) the Secured Party mayDefault, at the election of the Collateral Agent in its optionsole discretion, upon the receipt by the applicable Pledgor of written notice of such election by the Collateral Agent, all rights of such Pledgor to exercise the voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to the Secured Party under any other agreement at lawCollateral Agent, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to who shall thereupon have the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such rights, voting or other consensual rights and (ii) if to receive and retain such cash dividends and distributions. Upon the Secured Party duly exercises its right to vote any receipt of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by itwritten notice, such Pledgor covenants shall execute and agrees deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it will not, without is entitled to receive and retain pursuant to the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestspreceding sentence.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Loan Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementCollateral. (b) Upon the occurrence and during the continuation continuance of an Event of Default, all rights of each Pledgor to receive and retain cash dividends or distributions that it would otherwise be entitled to receive and retain pursuant to SECTION 4(A), shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereupon have the sole right to receive and retain such cash dividends and distributions. Each Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence. (c) Upon the occurrence and during the continuance of an Event of Default (i) the in respect of which Secured Party mayhas accelerated the Obligations, at its optionall rights of each Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to SECTION 4(A) shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting or other consensual rights, . Each Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights which may be submitted it is entitled to a vote of shareholders, partners or members, as exercise pursuant to the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatepreceding sentence. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred RSUs are not Shares and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor Participant shall not have received any rights as a shareholder of the written notice from Company, including the Secured Party right to vote, until Shares are actually issued to the Participant in accordance with paragraph 4 of this Agreement. An account shall be established for the Participant, to which shall be credited RSUs and described below (b) the dividend declared on a single Share. To the extent the Participant becomes vested in Section 4(b)the RSUs, each Pledgor the Participant shall be entitled to exercise any and all voting, management and other consensual rights pertaining a distribution of the dividend equivalents credited to his or her account at the same time as the Shares are issued with respect to the Pledged Collateral RSUs so vesting. All dividend equivalents paid will be considered ordinary income and will be subject to supplemental withholding rates for federal, state and applicable to it or any part thereof for any purpose not inconsistent with FICA taxes. 4. Vesting, Transfer and Forfeiture of RSUs. (a) Except as otherwise provided in subparagraph 4(b) below, the terms of Participant shall vest in the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and RSUs which have been granted to the extent they are expressly permitted by Participant (as set forth in paragraph 2 above) on the Purchase AgreementVesting Dates shown in the table below. (b) Upon Notwithstanding the occurrence provisions of subparagraph 4(a) above, the Participant shall become vested in the RSUs as provided in subparagraphs (i), (ii), (iii) and during the continuation (iv) below, and shall become owner of an Event equal number of Default Shares thereof free of all restrictions otherwise imposed by this Agreement as provided in subparagraph (v) below, as follows: (i) Date of Termination occurs as a result of death, Retirement or Disability, the Secured Party Participant will be vested on such Date of Termination in a pro rata portion of the RSUs based on his or her length of employment during the Vesting Period. The pro rata portion of the Restricted Stock Units shall equal the product of: (A) the number of RSUs granted to the Participant hereunder; and (B) a fraction (not greater than one), the numerator of which shall be the number of days the Participant is employed by the Company or its Subsidiaries during the period beginning on the Grant Date and ending on the Date of Termination and the denominator of which shall be the number of days in the Vesting Period. Disability, as described in the first sentence of this subparagraph (i), the Administrator may, at in its optionsole discretion, and increase the number of RSUs in addition to all rights and remedies available to which the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances Participant is the Secured Party obligated by the terms of this Agreement to exercise such rights, and vested. (ii) Subject to the provisions of Section 14.2 of the Plan (relating to the adjustment of Shares), if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney a Change in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted Control occurs prior to a vote Participant's Date of shareholdersTermination and before one of the Vesting Dates, partners and within two (2) years after the occurrence of the Change in Control the Participant's Date of Termination occurs by reason of discharge by the Participant's employer without Cause or membersthe Participant resigns from employment with the employer for Good Reason, the Participant shall, except as provided in subparagraph (iii) With respect to any RSUs that become vested pursuant to subparagraph (ii) in connection with a Change in Control described in Subsection 2.7(e) of the case may be. The power of attorney granted hereby is coupled Plan, with an interest and respect to a Participant as described therein relating to certain transactions involving a Subsidiary or Business Segment, then such Participant shall be irrevocable until vested in the termination RSUs as follows: (A) If such Date of this agreement Termination occurs during the first year of the Vesting Period, the Participant shall be vested in accordance with Section 25 at which time such power one-third (1/3) of attorney shall automatically terminateRSUs. (cB) If such Date of Termination occurs during the second year of the Vesting Period, the Participant shall be vested in two- thirds (2/3) of RSUs. (C) If such Date of Termination occurs during the third year of the Vesting Period, the Participant shall be vested in all of RSUs. (iv) For so long purposes of subparagraphs (ii) and (iii) above, if, as any Pledgor shall have a result of a Change in Control described in Subsection 2.7(e) of the right to vote Plan, the Pledged Interests owned by itemployer is or becomes an entity that is separate from the Company), such Pledgor covenants and agrees that it will the Participant is not, without immediately following the prior written consent Change in Control, employed by the Company or an entity that is then a Subsidiary, then the occurrence of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect Change in Control shall be treated as the rights Participant being discharged by the employer without Cause. (v) Following the vesting of the Secured Party RSUs under subparagraph (i) or (ii), RSUs shall be converted to an equal number of Shares and issued no later than the value tenth (10th) business day following the Date of Termination; provided, however, that in the Pledged Interests.event the Participant qualifies for Retirement at any time during the Vesting Period, then: (A) subparagraph (i), (ii), (iii) or (iv) above) is a result of a Treas. Reg. §1.409A-1(h) and any interpretation thereof Separation from Service

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable and no Pledgor shall not have has received the written notice from the Secured Party and Collateral Agent described below in Section 4(b), each Pledgor shall be entitled to (1) exercise any and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable owned by it, and to it give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast, or any part thereof for consent, waiver or ratification given, or any purpose not action taken or omitted to be taken, that would violate, or result in a breach of any covenant contained in, or be inconsistent with, any of the terms of any Loan Document or that could reasonably be expected, individually or in the aggregate with other actions under this Section 4, to have the effect of impairing the value of the Pledged Collateral taken as a whole or the position or interests of the Collateral Agent or any other Secured Creditor in the Pledged Collateral, unless expressly permitted by the terms of the Investment Loan Documents and shall be entitled to (2) receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted not prohibited by the Purchase AgreementLoan Documents. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default, the Collateral Agent may elect, in its sole and absolute discretion, to deliver a written notice to any Pledgor, and upon the receipt by such Pledgor of such written notice, as and to the extent set forth in such notice, all such rights of such Pledgor (i) to exercise the Secured Party mayvoting and other consensual rights and/or (ii) to receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, at its optionas applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition the Collateral Agent, which shall thereupon have the sole right to all rights and remedies available to the Secured Party under any exercise such voting or other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights and/or to receive and retain such cash dividends and distributions, as set forth in respect to such notice. Upon the Pledged Interests owned receipt of such written notice by such Pledgor, but under no circumstances is such Pledgor shall execute and deliver (or cause to be executed and delivered) to the Secured Party obligated by Collateral Agent all such proxies and other instruments as the terms Collateral Agent may request for the purpose of this Agreement enabling the Collateral Agent to exercise such rights, the voting and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees other rights that it will not, without is entitled to exercise and to receive the prior written consent of dividends and distributions that it is entitled to receive and retain pursuant to the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestspreceding sentence.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Loan Documents and shall be entitled to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase AgreementCollateral. (b) Upon the occurrence and during the continuation continuance of an Event of Default, all rights of Pledgor to receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain pursuant to SECTION 4(A) shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereupon have the sole right to receive and retain such cash dividends and distributions. Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence. (c) Upon the occurrence and during the continuance of an Event of Default (i) the in respect of which Secured Party mayhas accelerated the Obligations, at its optionall rights of Pledgor to exercise the voting and other consensual rights pursuant to SECTION 4(A) shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting or other consensual rights, . Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights which may be submitted it is entitled to a vote of shareholders, partners or members, as exercise pursuant to the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatepreceding sentence. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or : (iii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each The Pledgor shall be entitled to exercise any and all voting, management of Pledgor's voting and other consensual rights pertaining to the Pledged Collateral applicable to it Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement; provided, however, that Pledgor shall give Bank at least thirty days' written notice of the Investment Documents and manner in which it intends to exercise, or the reasons for refraining from exercising, any such right which would have a material adverse effect on the value of the Pledged Shares; and, provided further, that Pledgor shall not exercise or refrain from exercising any such right if Bank advises Pledgor that, in Bank's reasonable judgment, such action would have a material adverse effect on the value of the Pledged Shares or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any cash dividends or distributions paid in respect free and clear of the Pledged Collateral if security interest of Bank hereunder, any and all of such dividends, interest and other (iii) The Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the extent they are expressly permitted by the Purchase Agreementdividends, interest and other distributions which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation continuance of an Event of Default Default: (i) All rights of the Secured Party mayPledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a)(i) hereof and to receive the dividends, at its optioninterest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Bank which shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such rightsvoting and other consensual rights and to receive such dividends, interest, and other distributions. (ii) if All dividends, interest and other distributions which are received by the Secured Party duly exercises its right Pledgor contrary to vote any the provisions of such Pledged Interestsparagraph (i) of this Section 6(b) shall be received in trust for the benefit of Bank, each Pledgor hereby appoints the Secured Party as shall be segregated from other funds of Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.forthwith paid over to

Voting Rights and Dividends. (a) So long as Before this Security becomes enforceable: (i) no each Chargor may continue to exercise (or refrain from exercising) the voting rights and any other rights or powers in respect of its Investments provided that such Chargor may only exercise such rights or powers (or otherwise permit or agree to any variation of the rights attaching to or conferred by all or any part of the Investments) if: (A) that does not cause an Event of Default shall have occurred and to occur; (B) that does not materially adversely affect the validity or enforceability of the Security Interest created (or purported to be continuingcreated) by this Deed; and (C) the exercise of, or the failure to exercise, those rights and powers would not have an adverse effect on the ability of the Lender to realise this Security; (ii) if an Event of Default has occurred and is continuingthe voting rights or other rights or powers are exercisable by the Lender, the applicable Pledgor shall not have received the written notice Lender must exercise (or refrain from the Secured Party and described below exercising) them as that Xxxxxxx may direct in Section 4(b)writing; and (iii) all dividends, each Pledgor shall be entitled to exercise any and all voting, management and distributions or other consensual rights pertaining income paid or payable in relation to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with Investments may, at the terms discretion of the Investment Documents and shall Lender, be entitled paid directly to receive and retain any cash dividends or distributions paid in respect of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreementthat Chargor. (b) Upon Each Chargor must indemnify the occurrence and during Lender against any cost, loss or liability incurred by the continuation Lender as a consequence of an Event of Default the Lender acting (ior refraining from acting) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned of any Investments as directed by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateChargor. (c) For so long as After this Security has become enforceable: (i) the Lender (or any Pledgor shall have Receiver) may exercise (or refrain from exercising), in the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent name of the Secured Party, vote relevant Chargor and without any further consent or take any consensual action with respect to such Pledged Interests which would materially adversely affect authority on the rights part of the Secured Party relevant Chargor, any voting rights and any other rights or powers which may be exercised by the value or beneficial owner of any Investment, any person who is the holder of any Investment or otherwise; (ii) each Chargor shall hold any amounts or other benefits received by way of dividends, interest and other monies arising from the Investments on trust for the Lender and pay the same immediately to the Lender on the date of that Xxxxxxx’s receipt of same or as the Lender may direct; and (iii) if any Investments remain registered in the name of a Chargor, that Chargor irrevocably appoints the Lender as its proxy to exercise the voting rights and other rights or powers in respect of the Pledged InterestsInvestments.

Voting Rights and Dividends. (a) So long Unless an Event of Default (as defined herein) shall have occurred, the Pledgor shall be entitled to vote any and all shares of the Pledged Stock and to give consents, waivers and ratifications in respect thereof; provided, however, that, except as may be explicitly required by a Governmental Agency, no vote shall be cast, no consent, waiver or ratification shall be given, and no action shall be taken by the Pledgor that would: (i) no violate or be inconsistent with any of the terms of the Loan Agreement, the Notes or this Pledge Agreement; (ii) have the effect of impairing the position or interests of the Pledgor, the Lender, or any holder of any of the Notes; or (iii) have a material adverse effect upon the value of the Pledged Property. From and after the occurrence of an Event of Default, all such rights of the Pledgor to vote and to give consents, waivers and ratifications shall cease, and all of such rights shall be vested solely and exclusively in the Lender. (b) Unless an Event of Default shall have occurred and be continuingoccurred, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management dividends and other consensual rights pertaining distributions that are permitted under the Loan Agreement to be paid with respect to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and Property shall be entitled to receive the property of, and retain any cash dividends or distributions paid in respect of to, the Pledged Collateral if Pledgor. From and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon after the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, all such dividends and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights distributions and all other ownership payments shall be immediately and directly paid to, or consensual rights in for the benefit of, the Lender. From and after the occurrence of an Event of Default, all such dividends, distributions, and other payments made with respect to the Pledged Interests owned by such PledgorProperty shall, but under no circumstances is until paid or delivered to the Secured Party obligated by Lender (or its nominee), be held in trust for the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent benefit of the Secured Party, vote or take any consensual action with respect Lender as additional Pledged Property to such Pledged Interests which would materially adversely affect secure the rights of the Secured Party or the value of the Pledged InterestsObligations.

Voting Rights and Dividends. (a) So long as no Event of Default occurs and remains continuing: (i) no Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral, or any part thereof, for any purpose not inconsistent with the terms of this Agreement; provided, however, that such Pledgor shall not exercise, or shall refrain from exercising, any such right if it would result in an Event of Default. Following the occurrence of an Event of Default, all rights of each Pledgor to vote and to give consents, waivers and ratifications in respect of the Collateral shall cease. (ii) Any and all dividends or distributions declared in respect of the Collateral shall be applied toward payment of the Note in accordance with Section 5(d) hereof. (b) In addition to the Pledgee’s rights and remedies set forth in Section 8 hereof, in case an Event of Default shall have occurred and be continuing, or beyond any applicable cure period, the Pledgee shall (i) be entitled to vote the Collateral, (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any give consents, waivers and all voting, management and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid ratifications in respect of the Pledged Collateral if (each Pledgor hereby irrevocably constituting and appointing the Pledgee, with full power of substitution, the proxy and attorney-in-fact of such Pledgor for such purposes) and (iii) be entitled to collect and receive for its own use cash dividends paid on the extent they are expressly Collateral. Each Pledgor shall not be permitted by to exercise or refrain from exercising any voting rights or other powers if, in the Purchase Agreement. reasonable judgment of the Pledgee, such action would have a material adverse effect on the value of the Collateral or any part thereof; and, provided, further, that such Pledgor shall give at least five (b5) Upon days’ written notice of the manner in which such Pledgor intends to exercise, or the reasons for refraining from exercising, any voting rights or other powers other than with respect to any election of directors and voting with respect to any incidental matters. Following the occurrence and during the continuation of an Event of Default (i) the Secured Party mayDefault, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights dividends and all other ownership or consensual rights distributions in respect of any of the Collateral, shall be delivered to the Pledged Interests owned Pledgee to hold as Collateral and shall, if received by such the Pledgor, but under no circumstances is be received in trust for the Secured Party obligated by benefit of the terms Pledgee, be segregated from the other property or funds of this Agreement to exercise such rightsany other pledgor, and be forthwith delivered to the Pledgee as Collateral in the same form as so received (ii) if the Secured Party duly exercises its right to vote with any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminatenecessary endorsement). (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interests.

Voting Rights and Dividends. (a) So long as (i) no Secured Party has not served on the Pledgors Notice of Event of Default shall have occurred and be continuing, or (ii) if with respect to an Event of Default has occurred and that is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent to the extent consistent with the terms of the Investment Underlying Documents provided that neither Pledgor will vote on any matter (i) which would reasonably be expected to adversely affect or diminish the value of the Pledged Collateral, (ii) involving any possible merger or amalgamation of the Issuer with any other entity and/or any sale of the Issuer or all or a substantial portion of its assets to any Person or (iii) relating to the approval of any dividends or distributions (including return of capital) without the prior written consent of Secured Party. (b) Following the service by Secured Party on the Pledgors of Notice of Event of Default which Event of Default is continuing, at the election of Secured Party in its sole discretion, all rights of each Pledgor to exercise the voting and shall other consensual rights or receive that it would otherwise be entitled to exercise pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Secured Party, who shall thereupon have the sole right to exercise such voting or other consensual rights. (c) So long as the Secured Obligations are outstanding, any and all rights of each Pledgor to receive and retain any cash dividends or distributions paid shall become vested in Secured Party who have the sole right to receive, for application against the Secured Obligations, such cash dividends or distributions. Within five (5) Business Days after the effective date of this Agreement, the Pledgors shall instruct the Issuer in writing to, subject to compliance with applicable law, direct any payment of cash dividends or distributions that could be made in respect of the Pledged Collateral if and to the extent they are expressly permitted be made to one or more accounts designated from time to time by the Purchase AgreementSecured Party in writing. (bd) Upon In furtherance and not in limitation of the occurrence and during the continuation foregoing rights of an Event of Default (i) the Secured Party may, at its option, and in addition pursuant to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged InterestsSection 4, each Pledgor hereby appoints the Secured Party as Pledgor’s its true and lawful attorney attorney-in-fact, and grants to Secured Party an irrevocable proxy with full power of substitution and resubstitution (and which is coupled with an interest) to, vote the Equity Interests owned by such Pledgor and, at any time after Secured Party has served on the Pledgors Notice of Event of Default which Event of Default is continuing in fact respect of which Secured Party has exercised its rights pursuant to Section 4(b), each Pledgor shall execute and IRREVOCABLE PROXY deliver (or cause to vote be executed and delivered) to Secured Party all such Pledged additional proxies and other instruments, in each case, as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to Section 4(c). (e) In furtherance of the proxy set forth in Section 4(d), upon the exercise of such proxy, (i) all prior proxies given by any Pledgor with respect to the applicable Equity Interests in are hereby revoked, and no subsequent proxies (other than to Secured Party) will be given with respect to any manner such Equity Interests for so long as the Secured Obligations remain outstanding, (ii) Secured Party deems advisable for or against will be empowered and may exercise such proxy at any and all matters submitted or which may be submitted to a vote times, including but not limited to, at any meeting of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest , however called, and at adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection therewith, (iii) to the fullest extent permitted by applicable law, Secured Party shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as have no agency, fiduciary or other implied duties to any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action other Person when acting with respect to such Pledged Interests which would materially adversely affect the rights of the proxy, and (iv) each Pledgor waives and releases any claim that it may have against Secured Party with respect to any breach or the value alleged breach of the Pledged Interestsany such agency, fiduciary or other duty.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Transaction Documents and shall be entitled to receive and retain any cash dividends or distributions paid or distributed in respect of the Pledged Collateral; provided, however, that it is understood that Pledgor shall have no right to exercise any optional redemption rights provided to any holder in respect of the Collateral if for as long as any amounts owed to Secured Party pursuant to any of the Transaction Documents remains outstanding and unpaid or any obligation of Pledgor or MFPI to the extent they are expressly permitted by the Purchase AgreementSecured Party remains unperformed. (b) Upon the occurrence and during the continuation continuance of an Event of Default (i) Default, all rights of Pledgor to exercise the Secured Party mayvoting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, at its optionas applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in addition to all rights and remedies available to Secured Party, who shall thereupon have the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement sole right to exercise such voting or other consensual rights, including without limitation any optional right of redemption provided to the holder of the collateral and to receive and retain such cash dividends and distributions. Pledgor shall execute and deliver (iior cause to be executed and delivered) if the to Secured Party duly exercises its right to vote any of all such Pledged Interests, each Pledgor hereby appoints the proxies and other instruments as Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner may reasonably request for the purpose of enabling Secured Party deems advisable for or against all matters submitted or to exercise the voting and other rights, including without limitation any redemption rights which may be submitted it is entitled to a vote of shareholders, partners or members, as exercise and to receive the case may be. The power of attorney granted hereby is coupled with an interest dividends and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees distributions that it will not, without is entitled to receive and retain pursuant to the prior written consent of the Secured Party, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestspreceding sentence.

Voting Rights and Dividends. (a) So long as (i) no Event of Default shall have occurred Unless and be continuing, or (ii) if until an Event of Default hereunder has occurred and is continuing, continuing and thereafter until notified by the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Agent pursuant to Section 4(b), each 9(b) hereof: (a) Each Pledgor shall be entitled to exercise any and all voting, management and other voting and/or consensual rights powers pertaining to the Pledged Collateral applicable to it of such Pledgor, or any part thereof thereof, for any purpose all purposes not inconsistent with the terms of this Agreement or any other document evidencing or otherwise relating to any of the Investment Documents and Obligations. (b) Each Pledgor shall be entitled to receive and retain any all dividends and distributions in respect of the Collateral which are paid in cash of whatsoever nature; provided, however, that such dividends and distributions representing: (i) stock or liquidating dividends or distributions paid a distribution or return of capital upon or in respect of the Pledged Collateral if and Securities or any part thereof or resulting from a split-up, revision or reclassification of the Pledged Securities or any part thereof or received in addition to, in substitution of or in exchange for the Pledged Securities or any part thereof as a result of a merger, consolidation or otherwise; or (ii) distributions in complete or partial liquidation of any Partnership or LLC or the interest of such Pledgor therein; in each case, shall be paid, delivered or transferred, as appropriate, directly to the extent they are expressly permitted Agent immediately upon the receipt thereof by such Pledgor and may, in the case of cash, be applied by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available Agent to the Secured Party under any other agreement at lawObligations, whether or not the same may then be due or otherwise adequately secured and shall, in equity or otherwise, immediately exercise all voting rights and the case of all other ownership or consensual rights in respect property, together with any cash received by the Agent and not applied as aforesaid, be held by the Agent pursuant hereto as part of the Collateral pledged under and subject to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminateAgreement. (c) For so long as any In order to permit each Pledgor shall have the right to vote the Pledged Interests owned by it, exercise such voting and/or consensual powers which it is entitled to exercise under subsection (a) above and to receive such distributions which such Pledgor covenants is entitled to receive and agrees that it will notretain under subsection (b) above, without the prior Agent will, if necessary, upon the written consent request of the Secured Partysuch Pledgor, vote or take any consensual action with respect from time to time execute and deliver to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged InterestsPledgor appropriate proxies and dividend orders.

Voting Rights and Dividends. 4.1 Chargor to retain voting rights and dividends until Charge enforceable: Unless and until this Charge becomes enforceable or the Security Agent otherwise directs at any time while a Default is continuing: (a) So for so long as the Chargor remains the registered owner of all the Security Assets: (i) no Event all voting and other rights (including the right to receive dividends) attaching to any Security Assets shall continue to be exercised by the Chargor for so long as it remains their registered owner and subject to clause 7.3(Covenants), Provided that the Chargor undertakes not to exercise any voting or other rights in a way which is likely to prejudice the value of Default shall have occurred and be continuing, the Security Assets or otherwise jeopardise the security constituted by this Charge; and (ii) the Chargor shall be free to deal with all the dividends and interest paid thereon, subject to the provisions of the Facilities Agreement: (b) if an Event Security Assets are registered in the name of Default has occurred the Security Agent or the Security Agent's nominee: (i) all voting and is continuing, other rights attaching to them shall be exercised by the applicable Pledgor shall not have nominee in accordance with instructions in writing from time to time received the written notice from the Secured Party and described below in Section 4(b)relevant Chargor, each Pledgor shall be entitled Provided that the relevant Chargor undertakes not to give any instructions to exercise any and voting or other rights in a way which is likely to prejudice the value of the Security Assets or otherwise jeopardise the security created by this Charge; in the absence of any such instructions, the nominee shall refrain from exercising any such rights; and (ii) all votingdividends, management distributions, interest and other consensual rights pertaining to moneys paid on and received by the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and shall be entitled to receive and retain any cash dividends or distributions paid Security Agent in respect of the Pledged Collateral if Security Assets shall be collected by the Seucrity Agent as agent for the Chargor and paid to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect Chargor to such Pledged Interests which would materially adversely affect the rights of the Secured Party or the value of the Pledged Interestsaccount as it may from time to time specify.

Voting Rights and Dividends. Subject to the Intercreditor Agreement: (a) So With respect to any Pledgor, so long as (i) no Event of Default shall have occurred and be continuing, or (ii) if an Event of Default has occurred and is continuing, the applicable such Pledgor shall not have received the written notice from the Secured Party and Agent described below in Section 4(b), each such Pledgor shall be entitled to exercise or refrain from exercising any and all voting, management voting and other consensual rights pertaining to the Pledged Collateral applicable to it or any part thereof for any purpose not inconsistent with the terms of the Investment Documents and Loan Documents; provided, however, that no vote shall be entitled to receive and retain cast, consent given or right exercised or other action taken by such Pledgor that would impair the Pledged Collateral, be inconsistent with or result in any cash dividends or distributions paid in respect violation of any provision of the Pledged Collateral if and to the extent they are expressly permitted by the Purchase Agreement. (b) Upon the occurrence and during the continuation of an Event of Default (i) the Secured Party mayLoan Documents, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor shall have the right to vote the Pledged Interests owned by it, such Pledgor covenants and agrees that it will notwould, without the prior written consent of the Secured PartyAgent, vote enable or take permit any consensual action Issuer of the Pledged Collateral to issue any stock or to issue any other securities convertible into or granting the right to purchase or exchange for any stock of any Issuer of Pledged Collateral other than as permitted by the Loan Documents. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any Issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Agent, be delivered to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Pledged Interests which would materially adversely affect Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of such Pledgor, as additional security for the Secured Obligations. (b) And subject to the provisions of Section 23 of this Agreement, upon the occurrence and during the continuance of an Event of Default, at the election of Agent in its Permitted Discretion, upon the receipt by the applicable Pledgor of written notice of such election by Agent, all rights of such Pledgor to exercise the Secured Party voting and other consensual rights or receive and retain cash dividends or distributions that it would otherwise be entitled to exercise or receive and retain, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in Agent, who shall thereupon have the value sole right to exercise such voting or other consensual rights and to receive and retain such cash dividends and distributions. Upon the receipt of such written notice, such Pledgor shall execute and deliver (or cause to be executed and delivered) to Agent all such proxies and other instruments as Agent may reasonably request for the Pledged Interestspurpose of enabling Agent to exercise the voting and other rights which it is entitled to exercise and to receive the dividends and distributions that it is entitled to receive and retain pursuant to the preceding sentence.

Voting Rights and Dividends. (a) So long The Collateral Agent shall have the right to receive and retain as Collateral hereunder all Proceeds other than ordinary cash dividends or interest (such ordinary cash dividends or interest, "Dividend Proceeds") of the Collateral and, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, all Proceeds of the Collateral including Dividend Proceeds and the Pledgor shall take all such action as the Collateral Agent shall deem necessary or appropriate to give effect to such right. All such Proceeds, including, without limitation, all dividends and other payments and distributions that are received by the Pledgor shall be received in trust for the benefit of the Secured Parties and, if the Collateral Agent so directs (but only, in the case of Dividend Proceeds, upon the occurrence and during the continuance of a Potential Event of Default or Event of Default), shall be segregated from other funds of the Pledgor and shall, forthwith upon demand by the Collateral Agent (but only, in the case of Dividend Proceeds, during the continuance of a Potential Event of Default or Event of Default), be paid over to the Collateral Agent as Collateral in the same form as received (with any necessary endorsement). After all Potential Events of Default and Events of Default have been cured, the Collateral Agent's right to retain Dividend Proceeds under this Section 8(a) shall cease and the Collateral Agent shall pay over to the Pledgor any such Collateral consisting of Dividend Proceeds retained by it during the continuance of a Potential Event of Default or Event of Default. (i) no Unless a Potential Event of Default or an Event of Default shall have occurred and be continuing, the Pledgor shall have the right, from time to time, to vote and to give consents, ratifications and waivers with respect to the Pledged Securities (or security entitlements in respect thereof), and the Collateral Agent shall, upon receiving a written request from the Pledgor accompanied by a certificate of the Pledgor (iior if Pledgor is a Company, an Authorized Officer of the Pledgor) if an stating that no Potential Event of Default or Event of Default has occurred and is continuing, the applicable Pledgor shall not have received the written notice from the Secured Party and described below in Section 4(b), each Pledgor shall be entitled to exercise any and all voting, management and other consensual rights pertaining deliver to the Pledged Collateral applicable to it Pledgor or any part thereof for any purpose not inconsistent with the terms as specified in such request such proxies, powers of the Investment Documents attorney, consents, ratifications and shall be entitled to receive and retain any cash dividends or distributions paid waivers in respect of any of the Pledged Securities (or security entitlements in respect thereof ) that are registered, or held through a securities intermediary, in the name of the Collateral if Agent or its nominee as shall be specified in such request and be in form and substance satisfactory to the extent they are expressly permitted by the Purchase AgreementCollateral Agent. (bii) Upon the occurrence and during the continuation If a Potential Event of Default or an Event of Default (i) shall have occurred and be continuing, the Secured Party may, at its option, and in addition to all rights and remedies available to the Secured Party under any other agreement at law, in equity or otherwise, immediately exercise all voting rights and all other ownership or consensual rights in respect to the Pledged Interests owned by such Pledgor, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) if the Secured Party duly exercises its right to vote any of such Pledged Interests, each Pledgor hereby appoints the Secured Party as Pledgor’s true and lawful attorney in fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner the Secured Party deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until the termination of this agreement in accordance with Section 25 at which time such power of attorney shall automatically terminate. (c) For so long as any Pledgor Collateral Agent shall have the right right, to the extent permitted by law, and the Pledgor shall take all such action as may be necessary or appropriate to give effect to such right, to vote the Pledged Interests owned by itand to give consents, such Pledgor covenants ratifications and agrees that it will notwaivers, without the prior written consent of the Secured Party, vote or and to take any consensual other action with respect to such Pledged Interests which would materially adversely affect the rights of the Secured Party any or the value all of the Pledged InterestsSecurities (or security entitlements in respect thereof ) with the same force and effect as if the Collateral Agent were the absolute and sole owner thereof.