Common use of Voting Rights; Distributions; etc Clause in Contracts

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and notifications in respect of any of the Pledged Collateral) pertaining to any of the Securities Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsthereof; provided, however, that without the prior written consent of Secured Party, no Pledgor vote shall be cast or consent, waiver or ratification given or action taken which would (x) be inconsistent with or violate any provision of this Agreement or any other Loan Document or (y) amend, modify or waive any term, provision or condition of the certificate of incorporation, by-laws, certificate of formation, operating agreement or other charter document or other agreement relating to, evidencing, providing for the issuance of or securing any Collateral; and provided further that Debtor shall give Secured Party at least five (5) Business Days' prior written notice in the form of an officer's certificate of the manner in which it intends to exercise, or the reasons for refraining from exercising, any event exercise such voting or other consensual rights in pertaining to the Collateral or any manner part thereof which could reasonably be expected to might have a Material Adverse Effect.material adverse effect on the value of the Collateral or any part thereof; and (ii) Each Pledgor Unless an Event of Default shall have occurred and be continuing, Debtor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if dividends and interest paid in respect of any of the Collateral to the extent not prohibited permitted by the Credit Loan Agreement; provided. During the continuance of any Default, howeverany dividends, interest or other distributions (whether in cash, securities, property or otherwise) received by Debtor with respect to any Pledged Collateral shall be held by Debtor in trust for the benefit of Secured Party and, upon the request of Secured Party, shall be delivered promptly to Secured Party to hold as Collateral or shall be applied by Secured Party toward payment of the Obligations, as Secured Party may in its discretion determine. If such Default is waived or cured to the satisfaction of Secured Party, any such distributions shall be returned promptly to Debtor (provided that no other Default or Event of Default exists). If such Default remains uncured and becomes an Event of Default, any such distributions will be applied by Secured Party as provided in the Loan Agreement. (b) Upon the occurrence and during the continuance of a Default or an Event of Default: (i) Secured Party may, without notice to Debtor, transfer or register in the name of Secured Party or any of its nominees any or all of the Collateral described in Section 2.1(m) or Section 2.1(n), the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Debtor with respect thereto (collectively, the "Pledged Collateral") held by Secured Party hereunder, and Secured Party or its nominee may thereafter, after delivery of notice to Debtor, exercise all voting and corporate rights at any meeting of any corporation, partnership or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation, partnership or other business entity issuing any of such Distributions consisting Pledged Collateral or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights or interests in of Debtor to exercise the form of securities voting and other consensual rights which it would otherwise be entitled to exercise pursuant to subsection 4.16(a)(i) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to subsection 4.16(a)(ii) shall be forthwith delivered suspended until such Default or Event of Default shall no longer exist, and all such rights shall, until such Default or Event of Default shall no longer exist, thereupon become vested in Secured Party which shall thereupon have the sole right to the Collateral Agent exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest and shallother distributions. (iii) All dividends, if interest and other distributions which are received by any Pledgor, Debtor contrary to the provisions of this subsection 4.16(b) shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from the other property or funds of such Pledgor Debtor and shall be promptly (but in any event within five days (or such longer period forthwith paid over to Secured Party as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (biv) So long as no Event of Default Debtor shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Secured Party all such proxies and other instruments as such Pledgor Secured Party may reasonably request in order to permit such Pledgor for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(ithis subsection 4.16(b) hereof and to receive the Distributions dividends, interest and other distributions which it is authorized entitled to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence this subsection 4.16(b). The foregoing shall not in any way limit Secured Party's power and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise authority granted pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights5.1. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and notifications in respect of any of the Pledged Collateral) pertaining to any of the Securities Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsthereof; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.and (ii) Each Pledgor Unless an Event of Default shall have occurred and be continuing, Debtor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if dividends and interest paid in respect of any of the Collateral to the extent not prohibited permitted by the Credit Restated Lease Agreement; provided, however, that any and all such Distributions consisting all (A) Restricted Payments paid or payable in violation of rights the terms of the Restated Lease Agreement, (B) Restricted Payments paid or interests payable other than in the form cash in respect of, and instruments and other Property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of securities any 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 (D) 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 Secured Party to hold as Pledged as, Collateral and shall, if received by any PledgorDebtor, be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property Property or funds of such Pledgor Debtor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). . All amounts (bother than amounts described in clauses (ii)(A) So through (D) above) received by Secured Party in respect of any Pledged Collateral shall be either (1) promptly released to Debtor, so long as no Default or Event of Default shall have occurred and be continuing or (2) if any Default or Event of Default shall have occurred and be continuing, held by Secured Party and (if an Event of Default shall have occurred and be continuing) applied as provided by the Credit Agreement. During the continuance of any Default, any dividends, interest or other distributions (whether in cash, securities, Property or otherwise) received by Debtor with respect to any Collateral shall be held by Debtor in trust for the benefit of Secured Party and during the continuance of any Event of Default, upon the request of Secured Party, shall be delivered promptly to Secured Party to hold as Collateral or shall be applied by Secured Party toward payment of the Obligations, as Secured Party may in its discretion determine. If such Event of Default is waived or cured to the satisfaction of Secured Party, any such distributions received by Secured Party (except those of the types described in clauses (ii)(A) through (D) above which shall not be released to Debtor) shall be returned promptly to Debtor (provided that no other Default or Event of Default exists). (b) Upon the occurrence and during the continuance of an Event of Default: (i) Secured Party may, without notice to Debtor, transfer or register in the name of Secured Party or any of its nominees any or all of the Collateral Agent described in Section 2.1(k) or Section 2.1(o), the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Debtor with respect thereto (collectively, the "Pledged Collateral") held by Secured Party hereunder, and Secured Party or its nominee may thereafter, after delivery of notice to Debtor, exercise all voting and corporate rights at any meeting of any corporation, partnership or other business entity issuing any of the Pledged Collateral and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation, partnership or other business entity issuing any of such Pledged Collateral or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for Property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and neither Secured Party nor any Lessor shall be deemed without further action responsible for any failure to do so or formality delay in so doing; (ii) All rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.16(a)(i) and to receive the dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4.16(a)(ii) shall be suspended until such Event of Default shall no longer exist, and all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in Secured Party which shall thereupon have granted the sole right to each Pledgor all necessary consents relating to exercise such voting and other consensual rights and shallto receive and hold as Pledged Collateral such dividends, if necessaryinterest and other distributions; (iii) All dividends, upon written request interest and other distributions which are received by Debtor contrary to the provisions of this Section 4.16(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Debtor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any Pledgor and at the sole cost and expense of the Pledgors, from time to time necessary endorsement); and (iv) Debtor shall execute and deliver (or cause to be executed and delivered) to such Pledgor Secured Party all such proxies and other instruments as such Pledgor Secured Party may reasonably request in order to permit such Pledgor for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 5.2(a)(i4.16(b) hereof and to receive the Distributions dividends, interest and other distributions which it is authorized entitled to receive and retain pursuant to this Section 5.2(a)(ii) hereof. (c) Upon the occurrence 4.16(b). The foregoing shall not in any way limit Secured Party's power and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise authority granted pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights5.1. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no a Grantor has not received notice that an Event of Default shall have has occurred and be is continuing: (i) Each Pledgor Such Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Indenture and each Permitted Additional Pari Passu Lien Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor Such Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Indenture and each Permitted Additional Pari Passu Lien Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Agent, to hold as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor Grantor all necessary consents relating to voting rights and shall, if necessary, promptly upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(iSECTION 6.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 6.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance a Grantor’s receipt of any notice that an Event of Default has occurred and notice by the Collateral Agent: (i) All is continuing, all rights of each Pledgor Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(iSECTION 6.2(a) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested vested, in the Collateral Agent, which who shall thereupon have the sole right to exercise such voting and other consensual rights; provided that the Collateral Agent, shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under SECTION 6.2(a). (iic) All Upon a Grantor’s receipt of notice that an Event of Default has occurred and is continuing, all rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 6.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to SECTION 6.2(a) hereof and receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be authorized to receive and retain pursuant to SECTION 6.2(a)(ii). (d) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 6.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 6.2(c) hereof. (e) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 6.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over delivered to the Collateral Agent as Pledged Collateral in accordance with the provisions of the Indenture and each Permitted Additional Pari Passu Lien Agreement in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations. The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(a). (b) Upon the occurrence and during the continuance of any Event of Default, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(a) hereof without any action (other than, in the case of any Securities Collateral, the giving of any notice) shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; providedprovided that the Collateral Agent shall have the right, howeverin its sole discretion, that no Pledgor shall in any event from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights in any manner which could reasonably under SECTION 5.2(a). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be expected entitled to have a Material Adverse Effectpursuant to SECTION 5.2(a) hereof. (iic) Each Pledgor So long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the . The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(c). (cd) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Cash Dominion Event, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(c) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions (subject to the Intercreditor Agreement). After such Cash Dominion Event is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(c). (de) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(c) hereof. (ef) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, with respect to the Joint Venture Entities, to the extent the Organization Documents of the Joint Venture Entities do not permit the Administrative Agent to exercise such voting and other consensual rights, the applicable Pledgor shall retain such voting and other consensual rights it is entitled to exercise under the Organization Documents of such entities; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (iii) Notwithstanding the foregoing, the remedies described in Sections 5.2(c)(i) and (ii) shall not apply with respect to Securities Collateral constituting Equity Interests in any Joint Venture Entity unless, to the extent required by the Organization Document of such Joint Venture Entity, consented to by (x) the members of such Joint Venture Entity and/or (y) the board of managers of such Joint Venture Entity; provided, in each case, that the consent of any Pledgor shall not be withheld or delayed. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to may have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bC) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(i)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(i)(B) hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid forthwith delivered over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall shall, unless otherwise expressly provided herein, be forthwith promptly (and in any event within thirty (30) days) delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Second Lien Term Loan Agreement or any other document evidencing the Secured ObligationsIndebtedness; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Second Lien Term Loan Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral in accordance with the terms of the Intercreditor Agreement, and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by at all times in accordance with the Collateral Agentterms of the Intercreditor Agreement: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing or to the extent an Event of Default has occurred and is continuing, until the time as specified in Section 5.3(c) below: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Loan Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Loan Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities securities, to the extent not constituting Excluded Property, shall be forthwith delivered to the Collateral Agent Secured Party to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Secured Party and be promptly (but in any event within five [*****] days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing or to the extent an Event of Default has occurred and is continuing, until the Collateral Agent time as specified in Section 5.3(c) below, the Secured Party shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and and, notwithstanding anything to the contrary set forth in this Agreement, after prior written notice by to the Collateral Agentapplicable Pledgor: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Secured Party appropriate instruments as the Collateral Agent Secured Party may reasonably request in order to permit the Collateral Agent Secured Party to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Secured Party and shall immediately promptly (and in any event within two Business Days) be paid over to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingis continuing and Trustee shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: (i) Each Pledgor Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsthereof; provided, however, that no Pledgor Company shall not exercise or shall refrain from exercising any such right if, in any event exercise Trustee's reasonable judgment, such rights in any manner which could reasonably be expected to action or inaction would have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) Each Pledgor To the extent permitted under the Indenture, Company shall be entitled to receive (A) any cash distributions and retainother cash distributions paid or payable with respect to any of the Pledged Collateral, and to utilize free and clear of the Lien hereof, (B) any and all Distributionsinstruments, but only if chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Trustee to Company of Trustee's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights, subject to the extent not prohibited by rights of the Credit Administrative Agent under the BA Security Documents and the Intercreditor Agreement; provided. In order to effect the foregoing, however, that any and all such Distributions consisting of rights or interests in Company hereby grants Trustee an irrevocable proxy to vote the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shallCompany agrees to execute such other proxies as Trustee shall reasonably require. (ii) All rights of Company to receive and retain any cash distributions and other distributions shall cease upon notice by Trustee to Company and any such cash distributions or other distributions paid or payable with respect to any of the Pledged Collateral, if subject to the rights of the Administrative Agent under the BA Security Documents and the Intercreditor Agreement, shall be paid to Trustee and held by Trustee to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Trustee elects to apply such cash distributions and other distributions to the Secured Obligations (any such application to be in such order and manner set forth in Section 6.10 of the Indenture). All cash distributions and distributions which are received by any Pledgor, Company contrary to the provisions of this subsection 7(b) shall be received in trust for the benefit of the Collateral AgentTrustee, shall be segregated from the other property or funds of such Pledgor Company and shall be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered forthwith paid over to the Collateral Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order the extent not paid to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise Administrative Agent pursuant to Section 5.2(a)(i) hereof the BA Security Documents and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofIntercreditor Agreement. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor agrees not to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately ceasehereof, and all such rights shall thereupon become vested in that the Collateral Agent, which Agent shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor agrees not to accept or receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights distributions shall thereupon become vested in be delivered to the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall promptly, and in any event within 30 days after receipt thereof, be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rightsrights until the applicable Event of Default is no longer continuing, in which case the Administrative Agent’s rights under this Section 5.2(ii) shall cease to be effective, subject to re-vesting in the event of a subsequent Event of Default that is continuing. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Administrative Agent’s rights under this Section 5.2(ii) shall cease to be effective, subject to re-vesting in the event of a subsequent Event of Default that is continuing. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(i)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(i)(B) hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Administrative Agent and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations. (b) Upon the occurrence and during the continuance of any Event of Default, upon written notice to the Lead Borrower by the Agent, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise with respect to the Securities Collateral pursuant to SECTION 6.2(a) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; providedprovided that the Agent shall have the right, howeverin its sole discretion, that no Pledgor shall in any event from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights in any manner which could reasonably under SECTION 6.2(a). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be expected entitled to have a Material Adverse Effectpursuant to SECTION 6.2(a) hereof. (iic) Each Pledgor So long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith promptly delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral . The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 6.2(c). (cd) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Cash Dominion Event, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 6.2(c) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Cash Dominion Event is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 6.2(c). (de) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 6.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 6.2(d) hereof. (ef) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 6.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Unless and until an Event of Default shall have occurred and be continuingis continuing and the Administrative Agent shall have notified the Pledgors that their rights under this Section 5.2(a) are being suspended: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement, the other Loan Documents and applicable law; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement reasonably requested by the Administrative Agent). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any Event of Default and notice by Default, after the Collateral Agent:Administrative Agent shall have notified the Pledgors of the suspension of their rights under Section 5.2(a): (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately forthwith be paid over delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement reasonably requested by the Administrative Agent).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingis continuing and Agent shall not have delivered to Company notice of its election to exercise the rights set forth in subsection (b) below: (i) Each Pledgor Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsthereof; provided, however, that no Pledgor Company shall not exercise or shall refrain from exercising any such right if, in any event exercise Agent's reasonable judgment, such rights in any manner which could reasonably be expected to action or inaction would have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral taken as a whole or any material part thereof. (ii) Each Pledgor To the extent permitted under the Credit Agreement, Company shall be entitled to receive (A) any cash distribution and retainother cash distributions paid or payable with respect to any of the Pledged Collateral, and to utilize free and clear of the Lien hereof, (B) any and all Distributionsinstruments, but only if chattel paper and other rights, property or proceeds and products (other than cash or checks) received, receivable or otherwise distributed in respect of any Pledged Collateral. (b) If an Event of Default has occurred and is continuing: (i) All rights of Company to exercise the voting and other consensual rights which Company would otherwise be entitled to exercise pursuant to subsection 7(a)(i), shall cease to be effective upon notice by Agent to Company of Agent's intent to exercise its rights hereunder, and upon delivery of such notice become vested in Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. In order to effect the foregoing, Company hereby grants Agent an irrevocable proxy to vote the Pledged Collateral and Company agrees to execute such other proxies as Agent shall reasonably require. (ii) All rights of Company to receive and retain any cash distribution and other distributions shall cease upon notice by Agent to Company and any such cash distribution or other distributions paid or payable with respect to any of the Pledged Collateral shall be paid to Agent and held by Agent to secure the Secured Obligations until the earlier of (a) such time as such Event of Default is cured or waived and (b) such time as the Required Lenders elect to apply such cash distribution and other distributions to the extent not prohibited by Secured Obligations (any such application to be in such order and manner set forth in Section 8.03 of the Credit Agreement; provided, however, that any ). All cash distributions and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered distributions which are received by Company contrary to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, provisions of this subsection 7(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Pledgor Company and shall be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect.; and (ii) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Equity shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Administrative Agent and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) in accordance with the terms of Section 5.10 of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.; and (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Upon the occurrence and during the continuance of any Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly (but in any event within two Business Days, or such later date as may be agreed to by the Administrative Agent in its sole discretion) be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So Subject to the terms of the ABL Intercreditor Agreement, so long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Financing Agreement evidencing the Secured Obligations (and to the extent applicable pursuant to Section 10.1, the 2037 ASC Indenture with respect to the 2037 ASC Debentures Obligations; provided, however, that no Pledgor ). The Agent shall in any event exercise such rights in any manner which could reasonably be expected deemed without further action or formality to have a Material Adverse Effectgranted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 5.2(i). (ii) Each Pledgor Upon the occurrence and during the continuance of any Event of Default, and after written notice from the Agent to the Parent Borrower, subject to the terms of the ABL Intercreditor Agreement, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(i) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, subject to the terms of the ABL Intercreditor Agreement, the Agent shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under Section 5.2(i) hereof. After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to Section 5.2(i) hereof. (iii) So long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that subject to the ABL Intercreditor Agreement any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral . The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to this Section 5.2(a)(ii) hereof5.2(iii). (civ) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Default, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(iii) hereof shall immediately cease and all such rights shall thereupon thereupon, subject to the terms of the ABL Intercreditor Agreement, become vested in the Collateral Agent, which shall thereupon thereupon, subject to the terms of the ABL Intercreditor Agreement, have the sole right to receive and hold as Pledged Collateral such Distributions. After such Event of Default is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to Section 5.2(ii). (dv) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(iv) hereof. (evi) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(ii5.2(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingcontinuing and unless the Administrative Agent shall have notified the Grantors that the Grantors rights, in whole or in part, under this Section 5.2 are being suspended: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor Grantor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofcreated pursuant to this Agreement, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement), in each case in accordance with Section 3.1 or Section 3.2, as applicable. (b) So long as no Event of Default shall have occurred and be continuing, continuing and unless the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default Default, and notice by unless the Collateral AgentAdministrative Agent shall have notified the Grantors that the Grantors rights, in whole or in part, under this Section 5.2 are being suspended: (i) All rights of each Pledgor Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (ii) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 10.1 hereof. After all Events of Default have been cured or waived and the Borrower has delivered to the Administrative Agent a certificate to that effect, the Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other Distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of Section 5.2(a)(ii) and that remain in such account. (d) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. Pledgor agrees: (a) So long as no Event of if any Default shall have occurred and be continuing:continuing and not been waived in writing by Pledgee, promptly upon receipt thereof by Pledgor, upon the written request of Pledgee, to deliver (properly endorsed where required hereby or requested by Pledgee) to Pledgee all Distributions, all interest, all principal, all other cash payments and all proceeds of the Collateral, all of which shall be held by Pledgee as additional Collateral for use in accordance with Section 6.04 hereof; and (b) if any Default shall have occurred and be continuing and not been waived in writing by Pledgee and Pledgee has notified Pledgor of Pledgee’s intention to exercise its voting power under this Section 4.05, (i) Each Pledgee may exercise (to the exclusion of Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other shares of capital stock constituting Collateral, and Pledgor hereby grants Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such other Collateral, and (ii) promptly to deliver to Pledgee such additional proxies and other documents as may be necessary to allow Pledgee to exercise such voting power and other incidental rights. If a Default has occurred and is continuing and Pledgee has notified Pledgor of Pledgee’s intention to exercise its remedies under this Section 4.05, all Distributions, interest, principal, cash payments and proceeds which may at any time and from time to time be held by Pledgor but which Pledgor is then obligated to deliver to Pledgee, shall, until delivery to Pledgee, be held by such Pledgor separate and apart from its other property in trust for Pledgee. Pledgee agrees that unless a Default shall have occurred and be continuing and not been waived in writing by Pledgee and Pledgee shall have given the notice referred to in Section 4.05(b) above, Pledgor shall have the exclusive right to vote and exercise all other incidental rights of ownership with respect to all of the Pledged Interests, and Pledgee shall, upon the written request of Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by Pledgor which are necessary to allow Pledgor to exercise any such voting power and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsincidental rights; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor vote shall be entitled to receive and retaincast, and to utilize free and clear or consent, waiver or ratification given, or action taken by Pledgor that would cause a Default, impair any Collateral or be inconsistent with or violate any provision of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit this Pledge Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit purpose of this Agreement or any other document evidencing the Secured ObligationsIndenture; provided, however, that no Pledgor shall not in -------- ------- any event knowingly exercise such rights in any manner which could reasonably be expected to would impair the Lien on or have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral or the security intended to be provided by this Agreement. (ii) Each So long as no Event of Default shall have occurred which is continuing, Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofof this Agreement, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions -------- ------- consisting of rights or interests in the form of securities shall be, and shall be forthwith delivered to the Collateral Agent Trustee to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral AgentTrustee, be segregated from the other property or funds of such Pledgor Pledgor, and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent The Trustee shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the Pledgor's sole cost and expense of the Pledgorsexpense, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i7(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral Agent: (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral AgentTrustee, which shall thereupon during the continuance of such Event of Default have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Trustee appropriate instruments as the Collateral Agent Trustee may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and Trustee to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii7(b) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii7(b) hereof shall be received in trust for the benefit of the Collateral AgentTrustee, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations; provided, however, that no Pledgor . The Agent shall in any event exercise such rights in any manner which could reasonably be expected deemed without further action or formality to have a Material Adverse Effectgranted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(i). (ii) Each Pledgor Upon the occurrence and during the continuance of any Event of Default, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(i) shall immediately cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that the Agent shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under SECTION 5.2(i). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to SECTION 5.2(i) hereof. (iii) So long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral . The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such proxies, powers of attorney and other instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(iii). (civ) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Cash Dominion Event, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(iii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Cash Dominion Event is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(iii). (dv) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(iv) hereof. (evi) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(iii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly and in any event within two Business Days be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Secured Agreements or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Pledgors to satisfy their obligations under the Secured Agreements. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Secured Agreements; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault, upon prior written notice: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately ceasecease and, and after the Discharge of First Lien Debt, all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and and, after the Discharge of First Lien Debt, all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and and, after the Discharge of First Lien Debt, to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and and, after the Discharge of First Lien Debt, shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such non-cash Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All non-cash Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Indenture or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities shall to the extent required under the applicable Sections of Article III above, and subject to Section 11.15 hereof, be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five ten days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent Agent, as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon Subject to Section 11.15 hereof, upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Subject to Section 11.15 hereof, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Subject to Section 11.15 hereof, all Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent Agent, as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereofof this Agreement, the Credit Agreement any other Loan Document or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected that is disadvantageous to have a Material Adverse Effect.any Agent or Lender in any material respect; and (iiB) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly (and in any event within 5 Business Days after receipt thereof) be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by Default, the Collateral AgentAgent may implement either or both of the following remedies, effective 5 Business Days after written notice of such implementation is provided to the Pledgors: (iA) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.rights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; and (iiB) All all rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(i)(A) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Default, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(iSECTION 5.2(i)(A) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All ; provided that the Collateral Agent shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Pledgor to exercise such rights under SECTION 5.2(i). After such Event of Default has been cured, each Pledgor shall have the right to receive Distributions which exercise the voting, managerial and other consensual rights and powers that it would otherwise be authorized entitled to pursuant to SECTION 5.2(i) hereof. (iii) All rights to receive and retain pursuant to Section 5.2(a)(ii) hereof Distributions shall immediately cease and all such rights shall thereupon become be vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions, subject to the terms of the Credit Agreement. (div) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(iii) hereof. (ev) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(iii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Equity or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect.; and (ii) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Equity shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Administrative Agent and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) in accordance with the terms of Section 5.10 of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.; and (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Upon the occurrence and during the continuance of any Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly (but in any event within two Business Days, or such later date as may be agreed to by the Administrative Agent in its sole discretion) be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement hereof or any other document evidencing the Secured ObligationsLoan Document; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably may have an adverse effect on the value of the Pledged Collateral or the Lien and security interest intended to be expected granted to have a Material Adverse Effectthe Collateral Agent hereunder. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); provided, further, however, that no Pledgor shall be so required to pledge any Distributions consisting of rights or interests in the form of securities if such pledge shall result in the Collateral Agent possessing more than 65% of the voting power of all classes of capital stock entitled to vote of any Subsidiary which is a controlled foreign corporation (as defined in Section 957(a) of the Tax Code) or would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Tax Code, which investment would trigger an increase in the gross income of a United States shareholder of such Pledgor pursuant to Section 951 (or a successor provision) of the Tax Code. (bC) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i6.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii6.2(i)(B) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i6.2(i)(A) hereof without any action or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii6.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions; provided, however, that no Pledgor shall be so required to pledge any Distributions consisting or rights of interest in the form of securities if such pledge shall result in the Collateral Agent possessing more than 65% of the voting power of all classes of capital stock entitled to vote of any Subsidiary which is a controlled foreign corporation (as defined in Section 957(a) of the Tax Code) or would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Tax Code, which investment would trigger an increase in the gross income of a United States shareholder of such Pledgor pursuant to Section 951 (or a successor provision) of the Tax Code. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i6.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii6.2(ii)(B) hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii6.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon notice by from the Collateral Administrative Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit purpose of this Agreement or any other document evidencing the Secured ObligationsLLC Mirror Note; provided, however, that no Pledgor shall not -------- ------- in any event knowingly exercise such rights in any manner which could reasonably be expected to would impair the Lien on or have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral or the security intended to be provided by this Agreement. (ii) Each So long as no Event of Default shall have occurred which is continuing, Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofof this Agreement, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the LLC Mirror Note; provided, however, that any and all such Distributions -------- ------- consisting of rights or interests in the form of securities shall be, and shall be forthwith delivered to the Collateral Agent Secured Party to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such Pledgor Pledgor, and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent The Secured Party shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the Pledgor's sole cost and expense of the Pledgorsexpense, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i7(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral AgentDefault: (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i7(a)(i) hereof without any action or the giving of any notice shall immediately cease, and all such rights shall thereupon during the continuance of such Event of Default become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof shall immediately cease and all such rights shall thereupon during the continuance of such Event of Default become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Secured Party appropriate instruments as the Collateral Agent Secured Party may reasonably request in order to permit the Collateral Agent Secured Party to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i7(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii7(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii7(b)(ii) hereof shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a1) So long as no Event of Default shall have occurred and be continuing: (ia) Each Pledgor The Obligor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iib) Each Pledgor The Obligor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgorthe Obligor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor the Obligor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bc) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor the Obligor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor the Obligor and at the sole cost and expense of the PledgorsObligor, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor the Obligor all such instruments as such Pledgor the Obligor may reasonably request in order to permit such Pledgor the Obligor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(1)(a) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(1)(b) hereof. (c2) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (ia) All rights of each Pledgor the Obligor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(1)(a) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iib) All rights of each Pledgor the Obligor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(1)(b) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor The Obligor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(1)(a) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(1)(b) hereof. (ed) All Distributions which are received by any Pledgor the Obligor contrary to the provisions of Section 5.2(c)(ii5.2(1)(b) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor the Obligor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no the Pledgor shall not in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities of an Issuer shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any the Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such the Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion5) Business Days after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each the Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any the Pledgor and at the sole cost and expense of the PledgorsPledgor, from time to time execute and deliver (or cause to be executed and delivered) to such the Pledgor all such instruments as such the Pledgor may reasonably request in order to permit such the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each the Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each the Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each The Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments and documents as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any the Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such the Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected that is disadvantageous to have a Material Adverse Effectany Agent or Lender in any material respect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities shall be forthwith promptly (and in any event within thirty (30) days after receipt thereof (as such period may be extended in the sole discretion of the Administrative Agent)) delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and Default, upon prior written notice by the Collateral Agent:Agent to such Pledgor, if such notice is permitted by applicable Legal Requirements (failing which the following shall occur automatically without the need for notice): (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rightsrights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(c)(i) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(c)(ii) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing. (d) Each Upon the occurrence and during the continuation of an Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited permitted by the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall (except as otherwise set forth herein) be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. The Pledgor agrees: (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no an Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Collateral Pledgor and without any request therefor by the Global Administrative Agent, to deliver (properly endorsed where required hereby or requested by the Global Administrative Agent) to the Global Administrative Agent all Distributions, and all proceeds of the Collateral, all of which shall be deemed without further action or formality to held by the Global Administrative Agent as additional Collateral for use in accordance with Section 6.3; and (b) if any Event of Default shall have granted to each occurred and be continuing and the Global Administrative Agent has notified the Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the PledgorsGlobal Administrative Agent’s intention to exercise its voting power under this Section 4.4(b) (i) the Global Administrative Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Collateral and the Pledgor hereby grants the Global Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Global Administrative Agent such additional proxies and other documents as may be necessary to allow the Global Administrative Agent to exercise such voting power. All Distributions and proceeds which may at any time and from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice held by the Collateral Agent: (i) All rights of each Pledgor but which the Pledgor is then obligated to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary Global Administrative Agent, shall, until delivery to the provisions of Section 5.2(c)(ii) hereof shall Global Administrative Agent, be received held by the Pledgor separate and apart from its other property in trust for the benefit of the Collateral Global Administrative Agent. THE GLOBAL ADMINISTRATIVE AGENT AGREES THAT UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND THE GLOBAL ADMINISTRATIVE AGENT SHALL HAVE GIVEN THE NOTICE REFERRED TO IN SECTION 4.4(B), shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received THE PLEDGOR SHALL HAVE THE EXCLUSIVE VOTING POWER, AND IS GRANTED AN IRREVOCABLE PROXY, WITH RESPECT TO ANY SHARES OF STOCK (with any necessary endorsement).INCLUDING ANY OF THE PLEDGED SHARES) CONSTITUTING COLLATERAL. THE GLOBAL ADMINISTRATIVE AGENT SHALL, UPON THE WRITTEN REQUEST OF THE PLEDGOR, PROMPTLY DELIVER SUCH PROXIES AND OTHER DOCUMENTS, IF ANY, AS SHALL BE REASONABLY REQUESTED BY THE PLEDGOR WHICH ARE NECESSARY TO ALLOW THE PLEDGOR TO EXERCISE VOTING POWER WITH RESPECT TO ANY SUCH SHARE OF STOCK (INCLUDING ANY OF THE PLEDGED SHARES) CONSTITUTING COLLATERAL; PROVIDED, HOWEVER, THAT NO VOTE SHALL BE CAST, OR CONSENT, WAIVER, OR RATIFICATION GIVEN, OR ACTION TAKEN BY THE PLEDGOR THAT WOULD IMPAIR ANY COLLATERAL OR BE INCONSISTENT WITH OR VIOLATE ANY PROVISION OF THE U.S. CREDIT AGREEMENT, THE CANADIAN

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingoccurred: (i) Each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit of this Agreement or any other document evidencing the Secured ObligationsLoan Document; provided, however, that no Pledgor shall in not exercise, or refrain from exercising, any event exercise such rights in right or power if any manner which could reasonably be expected to such action would have a Material Adverse Effect.material adverse effect on the value of such Pledged Securities or any part thereof or on the rights and interests of Bank hereunder with respect to the Pledged Securities; (ii) Each Pledgor shall be entitled to receive retain and retain, and to utilize free and clear of the Lien hereof, use any and all Distributionscash distributions paid on Pledged Securities, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting stock and/or liquidating distributions, other distributions in property, return of rights capital or interests other distributions made on or in respect of Pledged Securities, whether resulting from a subdivision, combination or reclassification of outstanding capital stock of any corporation the form capital stock of securities which is pledged hereunder or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets or on the liquidation, whether voluntary or involuntary, of any issuer of the Pledged Securities, or otherwise, shall be forthwith delivered to and become part of the Collateral Agent to hold as Pledged Collateral and shallpledged hereunder and, if received by any Pledgor, shall forthwith be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to Bank to be held as collateral subject to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).terms of this Agreement; and (biii) So long as no Event of Default Bank shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (to Pledgor, or cause to be executed and delivered) delivered to such Pledgor Pledgor, as appropriate, all such proxies, powers of attorney, distribution orders and other instruments as such Pledgor may reasonably request in order to permit such for the purpose of enabling Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant to Section 5.2(a)(iSubparagraph (a)(i) hereof and above and/or to receive the Distributions distributions which it Pledgor is authorized to retain pursuant to Subparagraph (a)(ii) above. (b) Upon (i) the occurrence and during the continuance of an Event of Default and (ii) five (5) days prior written notice to the Pledgor, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Subparagraph (a)(i) above and/or to receive the distributions which Pledgor is authorized to receive and retain pursuant to Section 5.2(a)(iiSubparagraph (a)(ii) hereof. (c) Upon above shall cease, and all such rights thereupon shall become vested in Bank, which shall have the occurrence sole and during the continuance of any Event of Default exclusive right and notice by the Collateral Agent: (i) All rights of each Pledgor authority to exercise the such voting and other and/or consensual rights it would and powers which Pledgor shall otherwise be entitled to exercise pursuant to Section 5.2(a)(iSubparagraph (a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor above and/or to receive Distributions and retain the distributions which it would Pledgor shall otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSubparagraph (a)(ii) hereof shall immediately cease above. Any and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting money and other rights which it may be entitled property paid over to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are or received by any Pledgor contrary Bank pursuant to the provisions of Section 5.2(c)(iithis Paragraph (b) hereof shall be received in trust for the benefit of the Collateral Agent, retained by Bank as additional collateral hereunder and shall be segregated from other funds applied in accordance with the provisions of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 9 hereof.

Voting Rights; Distributions; etc. (a) So Subject to the terms of the Intercreditor Agreements, so long as no Event of Default shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Indenture or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Indenture and each Other Second-Priority Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within forty-five (45) days (or after receipt thereof or, prior to the Discharge of First Lien Obligations, such longer period later date as may be determined by the First-Priority Collateral Agent may specify under a provision that exists in its sole discretion) after receipt thereofsubstantially the same form under the First-Priority Obligations Documents) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and Default, following one day’s notice by the Collateral AgentAgent (but subject to Section 9.8) to the Issuer and the Guarantors (provided that with respect to any default under Section 501(1), 501(2) or 501(6) of the Indenture or any comparable provision of any Other Second-Priority Agreement, such notice shall have automatically, and without further action, been deemed to have been delivered), subject to the terms of the Intercreditor Agreements: (i) All all rights of each Pledgor set forth in such notice to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon immediately become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.; and (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions; and (iii) the Collateral Agent may take possession of and sell the Collateral or any part thereof in accordance with the terms of this Agreement and the other Security Documents. (d) Each Pledgor shall, at its sole cost and expense, from time to time during the continuance of any Event of Default execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Loan Agreement, the Gold and Silver Supply Agreement or any other document evidencing the Secured Obligations; provided, however, that no the Pledgor shall not in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities of an Issuer shall be forthwith delivered to the Collateral Agent Secured Party to hold as Pledged Collateral and shall, if received by any the Pledgor, be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such the Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion5) Business Days after receipt thereof) delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent Secured Party shall be deemed without further action or formality to have granted to each the Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any the Pledgor and at the sole cost and expense of the PledgorsPledgor, from time to time execute and deliver (or cause to be executed and delivered) to such the Pledgor all such instruments as such the Pledgor may reasonably request in order to permit such the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each the Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each the Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each The Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Secured Party appropriate instruments and documents as the Collateral Agent Secured Party may request in order to permit the Collateral Agent Secured Party to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any the Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from other funds of such the Pledgor and shall immediately be paid over to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations; provided, however, that no Pledgor . The Agent shall in any event exercise such rights in any manner which could reasonably be expected deemed without further action or formality to have a Material Adverse Effectgranted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(i). (ii) Each Pledgor Upon the occurrence and during the continuance of any Event of Default, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(i) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that the Agent shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under SECTION 5.2(i). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to SECTION 5.2(i) hereof. (iii) So long as no Cash Dominion Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral . The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(iii). (civ) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Cash Dominion Event, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(iii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Cash Dominion Event is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(ii). (dv) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(iii) hereof. (evi) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Unless and until an Event of Default shall have has occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers inuring to an owner of the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bC) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(i)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(i)(B) hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing:continuing and the Lenders shall not have delivered the applicable notice under Section 4.5(b)(iii): (iA) Each Pledgor Credit Party shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit of this Agreement or any other document evidencing the Secured ObligationsLoan Document; provided, however, that no Pledgor Credit Party shall in any event exercise such rights in any manner which could reasonably be expected to have result in a Material Adverse Effect. (iiB) Each Pledgor Credit Party shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of this Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall be forthwith delivered to the Collateral Agent Agent, for the benefit of the Lenders, to hold as Pledged Collateral and shall, if received by any PledgorCredit Party, be received in trust for the benefit of the Collateral AgentLenders, be segregated from the other property or funds of such Pledgor Credit Party and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion5) Business Days after receipt thereof) delivered to the Collateral Agent Agent, for the benefit of the Lenders, as Pledged Collateral in the same form as so received (with any necessary endorsement). (bii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent Lenders shall be deemed without further action or formality to have granted to each Pledgor Credit Party all necessary consents relating to voting rights which do not violate this Agreement and shall, if necessary, upon written request of any Pledgor Credit Party and at the sole cost and expense of the PledgorsCredit Parties, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Credit Party all such instruments as such Pledgor Credit Party may reasonably request in order to permit such Pledgor Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i4.5(b)(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii4.5(b)(i)(B) hereof. (ciii) Upon the occurrence and during the continuance of any Event of Default and notice receipt by the Borrower of written notice from the Lenders to the Credit Parties that the Collateral Agent:Agent is exercising its rights under Section 4.5(b)(iii)(A) and/or (B): (iA) All rights of each Pledgor Credit Party to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i4.5(b)(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Lenders, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor Credit Party to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii4.5(b)(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Lenders, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (div) Each Pledgor Credit Party shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent or the Lenders appropriate instruments as the Collateral Agent or the Lenders may reasonably request in order to permit the Collateral Agent Agent, for the benefit of the Lenders, to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i4.5(b)(iii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii4.5(b)(iii)(B) hereof. (ev) All Distributions which are received by any Pledgor Credit Party contrary to the provisions of Section 5.2(c)(ii4.5(b)(i)(B) or Section 4.5(b)(iii)(B) hereof shall be received in trust for the benefit of the Collateral AgentLenders, shall be segregated from other funds of such Pledgor Credit Party and shall immediately be paid over to the Collateral Agent Agent, for the benefit of the Lenders, as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing, and Collateral Agent has not issued the written demand contemplated in clause (b) below: (i) Each Subject to the provisions of the Credit Documents, each Pledgor shall be entitled to exercise any and all voting and and/or other consensual rights pertaining and powers inuring to the an owner of Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effectthereof. (ii) Each Subject to the Credit Agreement, each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that that, subject to Section 10.17, any and all such Distributions consisting of rights or interests in the form of securities (other than Excluded Property) shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral (to the extent required to be pledged hereunder) and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly LA\3881692.2 (but in any event within five with thirty (30) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement), accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Agent. (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments and other documents as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and and/or other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof). (cb) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All Upon written demand by Collateral Agent, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately ceasecease on the Business Day after such Pledgor’s receipt of such demand, and, subject to Section 10.17 and any applicable Requirement of Law (including, without limitation, any Gaming Law), all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All Upon written demand by Collateral Agent, all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease on the Business Day after such Pledgor’s receipt of such demand, and, subject to Section 10.17 and any applicable Requirement of Law (including, without limitation, any Gaming Law), all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Upon the occurrence and during the continuance of an Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise exercise, subject to Section 10.17 and any applicable Requirement of Law (including, without limitation, any Gaming Law), the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii). Any and all Distributions paid over to or received by Collateral Agent pursuant to the provisions of this Section 5.2(c) hereofshall be retained by Collateral Agent in an account to be established by Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Article IX. After all Events of Default have been cured or waived, Collateral Agent shall promptly repay to each applicable Pledgor or its designee (without interest) all Distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of Section 5.2(b)(ii) that have not been applied in accordance with the provisions of Article IX. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly (but in any event, with five (5) Business Days after receipt thereof) be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing:continuing and subject to the provisions of Section 5.1(ii): (iA) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, of this Agreement and the Credit Agreement or any other document evidencing the Secured ObligationsNotes Documents; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably that would be expected adverse in any material respect to have a Material Adverse Effect.the ability of the Collateral Agent to exercise rights and remedies hereunder after the occurrence and during the continuance of an Event of Default; and (iiB) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofgranted hereunder, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities certificated Pledged Securities or Pledged Intercompany Notes shall be forthwith delivered subject to the Collateral Agent to hold as Pledged Collateral requirements of Sections 3.1 and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)3.2. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and upon prior written notice by from the Collateral AgentAgent to Issuer: (iA) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.1(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other consensual rights (but if directed by the Trustee in accordance with the Indenture, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights.) until the applicable Event of Default is no longer continuing, at which time all such rights automatically shall revert to such Pledgor, and in which case the Collateral Agent’s rights under this Section 5.1(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above; provided that the foregoing clause (A) shall not apply with respect to (and this clause (A) shall not be construed as a restriction of) any voting and or consensual rights such Pledgor is entitled to exercise in connection with the approval, payment and/or accrual of Distributions; and (iiB) All all rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.1(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until all Event of Defaults are no longer continuing, in which case the Collateral Agent’s rights under this Section 5.1(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as may be reasonably necessary (as determined by the Issuer in good faith) or as the Collateral Agent may reasonably request in order writing to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.1(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.1(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.1(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor promptly (and shall immediately be in any event within three (3) Business Days) paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault, upon prior written notice: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured ObligationsIndebtedness; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Third Lien Term Loan Agreement or any other document evidencing the Secured ObligationsIndebtedness; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Third Lien Term Loan Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral in accordance with the terms of the Intercreditor Agreement, and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by at all times in accordance with the Collateral Agentterms of the Intercreditor Agreement: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Indenture or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall shall, subject to the Intercreditor Agreement and Section 5.1 hereof, be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon notice by from the Collateral AgentAgent acting at the direction of the holders of a majority of the outstanding Secured Obligations and subject to the Burger King Rights: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So Subject to the terms of the ABL Intercreditor Agreement, so long as no Event of Default shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within forty-five (45) days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereofthereof or, prior to the Discharge of the Non-ABL Obligations, such later dates as the First Lien/Junior Lien Intercreditor Representative may specify under a provision that exists in the substantially same form under the applicable Non-ABL Obligations Documents) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and Default, following one day’s notice by the Collateral AgentAdministrative Agent to the Company and the Pledgors (provided that with respect to any default under Article VII(a), (b), (h), (i) or (j) of the Credit Agreement, such notice shall have automatically, and without further action, been deemed to have been delivered), subject to the terms of the ABL Intercreditor Agreement: (i) All all rights of each Pledgor set forth in such notice to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon immediately become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.; and (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions; and (iii) the Administrative Agent may take possession of and sell the Collateral or any part thereof in accordance with the terms of this Agreement and the other Security Documents. (d) Each Pledgor shall, at its sole cost and expense, from time to time during the continuance of an Event of Default, execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing, and except as otherwise provided in the Credit Agreement: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Loan Documents, including Section 7.5 of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Securities Collateral shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Administrative Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent accordance with Section 3.2 and Section 3.3 hereof, as Pledged Collateral in the same form as so received (with any necessary endorsement)applicable. (b) So long as no Event of Default or Trigger Event shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to the exercise of any and all voting rights and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and prior written notice by the Collateral AgentAdministrative Agent to such Pledgor: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Unless and until an Event of Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have provided prior written notice to the Borrower that the rights of the Pledgors under this Section 5.2 are being suspended: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Credit Party Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall shall, subject to Section 5.1 hereof, be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (Business Days after receipt thereof or such longer period as the Administrative Agent may be determined by the Collateral Agent agree in its sole reasonable discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default Default, after the Administrative Agent shall have notified the Borrower of the suspension of the Pledgors’ rights under Section 5.2(a), and notice by subject to the Collateral AgentBurger King Rights and the Popeyes Rights: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors (or any one or more of them) to exercise such rights. After all Events of Default have been cured or waived, each Pledgor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Pledgor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above, and the obligations of the Administrative Agent under paragraph (b) of this Section 5.2 shall be reinstated. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral 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 Administrative Agent pursuant to the provisions of this paragraph (e) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 2.11(b) of the Credit Agreement. After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each Pledgor (without interest) all dividends, interest, principal or other distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii) of this Section 5.2 and that remain in such account.

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing:continuing and subject to the provisions of Section 5.1(ii): (iA) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, of this Agreement and the Credit Agreement or any other document evidencing the Secured ObligationsNotes Documents; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably that would be expected adverse in any material respect to have a Material Adverse Effect.the ability of the Collateral Agent to exercise rights and remedies hereunder after the occurrence and during the continuance of an Event of Default; and (iiB) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofgranted hereunder, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities certificated Pledged Securities or Pledged Intercompany Note shall be forthwith delivered subject to the Collateral Agent to hold as Pledged Collateral requirements of Sections 3.1 and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)3.2. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and upon prior written notice by (which may be concurrent) from the Collateral AgentAgent to Issuer: (iA) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.1(i)(A) hereof shall immediately cease, and all such rights shall thereupon become automatically vested in the Collateral Agent, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other consensual rights (but if directed by the Trustee (at the direction of the Required Holders) or the Required Holders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights.) until the applicable Event of Default is no longer continuing, at which time all such rights automatically shall revert to such Pledgor, and in which case the Collateral Agent’s rights under this Section 5.1(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above; and (iiB) All all rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.1(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral AgentAgent , which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until all Event of Defaults are no longer continuing, in which case the Collateral Agent’s rights under this Section 5.1(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as may be reasonably necessary (as determined by the Issuer in good faith) or as the Collateral Agent or the Required Holders may reasonably request in order writing to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.1(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.1(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.1(ii)(B) hereof shall be received in trust for the benefit of the Collateral AgentAgent , shall be segregated from other funds of such Pledgor promptly (and shall immediately be in any event within three (3) Business Days) paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Unless an Event of Default shall have occurred and be continuing, and the Collateral Administrative Agent has provided written notice to such Pledgor, such Pledgor shall be deemed without further permitted to receive all cash dividends paid in respect of the Securities Collateral, in each case paid in the normal course of business of the relevant issuer, to the extent not prohibited by the Credit Agreement, and to exercise all voting and corporate rights with respect to the Securities Collateral; provided, however, that (i) no vote shall be cast or corporate or other ownership right exercised or other action or formality taken which could reasonably be expected to have granted a material adverse effect on the security interests created hereby unless any such vote, exercise or action is not prohibited under the Loan Documents and (ii) no vote shall be cast or corporate or other ownership right exercised or other action taken which could reasonably be expected to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request result in any material violation of any Pledgor provision of this Agreement or any other Loan Document. (b) If an Event of Default shall occur and at be continuing and the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) Administrative Agent has provided written notice to such Pledgor Pledgor: (i) all such instruments as such Pledgor may reasonably request in order to permit rights of such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise or refrain from exercising the voting and other consensual rights with respect to Securities Collateral which it would otherwise be entitled to exercise pursuant shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to Section 5.2(a)(iexercise or refrain from exercising such voting and other consensual rights, (ii) hereof the Administrative Agent shall immediately have the right, without notice to such Pledgor, to transfer all or any portion of the Securities Collateral to its name or the name of its nominee or agent and (iii) except as otherwise provided in the Credit Agreement, all rights of the Pledgors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which Administrative Agent who shall thereupon have the sole right to receive and hold as Pledged Securities Collateral such Distributions. (d) Each Pledgor shalldividends, other distributions and interest payments. In addition, the Administrative Agent shall have the right at its sole cost and expenseany time, from time without notice to time execute and deliver such Pledgor, to the exchange any certificates or instruments representing any Securities Collateral Agent appropriate for certificates or instruments as the Collateral Agent may request in of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof hereto and to receive all Distributions dividends and other distributions which it may be entitled to receive under Section 5.2(c)(iihereunder, each Pledgor hereby grants to Administrative Agent an irrevocable proxy to vote the Securities Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Securities Collateral would be entitled (including, without limitation, giving or withholding written consents of holders of Securities Collateral, calling special meetings of holders of Securities Collateral and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Securities Collateral on the record books of the issuer thereof) hereofby any other Person (including the issuer of the Securities Collateral or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (ec) All Distributions which are Such Pledgor hereby authorizes and instructs the Borrower to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Pledgor, and such Pledgor contrary agrees that the Borrower shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Securities Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over directly to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Administrative Agent.

Voting Rights; Distributions; etc. (a) Section 9.1 So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Security Collateral of each Pledgor or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationspurpose; provided, however, that no such Pledgor shall in will not exercise or refrain from exercising any event exercise such rights in any manner which could reasonably be expected to right if such action would have a Material Adverse Effectmaterial adverse effect on the value of the Security Collateral or any part thereof. (ii) Each Except as provided pursuant to Section 7.2, each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributionsdividends, but only interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit terms of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Loan Documents. (biii) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time will execute and deliver (or cause to be executed and delivered) to such each Pledgor all such proxies and other instruments as such Pledgor may reasonably request in order to permit for the purpose of enabling such Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 5.2(a)(iparagraph (i) hereof above and to receive the Distributions which dividends or interest payments that it is authorized to receive and retain pursuant to Section 5.2(a)(iiparagraph (ii) hereofabove. (c) Section 9.2 Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i9.1(i) hereof shall, upon notice to such Pledgor by the Administrative Agent or Collateral Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9.1(ii) shall immediately automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agentdividends, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting interest and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 5.2(c)(ii) hereof 9.2 shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be promptly paid over to the Collateral Agent as Pledged Security Collateral in the same form as so received (with any necessary endorsementindorsement).

Voting Rights; Distributions; etc. (a) So Subject to the terms of the Intercreditor Agreement, so long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement other Notes Documents or any other document evidencing the Secured Notes Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effectthat is prohibited by the Indenture or other Notes Documents. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly, and in any event within 2 Business Days after receipt thereof, be forthwith delivered to the Noteholder Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Noteholder Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Noteholder Collateral Agent as Pledged Collateral in the same form as so received (with any necessary necessary, advisable or reasonably requested endorsement). (b) So long as no Event Subject to the terms of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessaryIntercreditor Agreement, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by Default, the Noteholder Collateral Agent:Agent may implement either or both of the following remedies (subject, in each case, to the terms of the Intercreditor Agreement): (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Noteholder Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.; and (ii) All all rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Noteholder Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of any Event of Default, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Noteholder Collateral Agent appropriate instruments as the Noteholder Collateral Agent may request in order to permit the Noteholder Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(b)(ii). If the Noteholder Collateral Agent exercises its right to vote any of such Pledged Securities, each Pledgor hereby appoints the Noteholder Collateral Agent such Pledgor’s true and lawful attorney-in-fact and irrevocable proxy to vote such Pledged Securities in any manner the Noteholder Collateral Agent 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 and proxy granted hereby is coupled with an interest and shall be irrevocable. (ed) All Subject to the terms of the Intercreditor Agreement, all Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(b)(ii) hereof shall be received in trust for the benefit of the Noteholder Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Noteholder Collateral Agent as Pledged Collateral in the same form as so received (with any necessary necessary, advisable or reasonably requested endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Unless and until an Event of Default shall have has occurred and be is continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers inuring to an owner of the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bC) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(i)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(i)(B) hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for subject to the benefit security interest of the Collateral AgentAdministrative Agent created hereby, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions; provided, that, upon a waiver or cure, if any, of such Event of Default, the rights of the Pledgor under such Sections 5.2(a)(i) and 5.2 (a)(ii) shall revert to such Pledgor. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing:continuing and subject to the provisions of Section 5.1(ii): (iA) Each each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, of this Agreement and the Credit Agreement or any other document evidencing the Secured ObligationsNotes Documents; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected that is adverse in any material respect to have a Material Adverse Effect.the ability of the Collateral Agent (on behalf of itself and/or the other Secured Parties) to exercise rights and remedies hereunder after the occurrence and during the continuance of an Event of Default; and (iiB) Each each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofgranted hereunder, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities certificated Pledged Securities or Pledged Intercompany Notes shall be forthwith delivered subject to the Collateral Agent to hold as Pledged Collateral requirements of Sections 3.1 and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)3.2. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and upon prior written notice by from the Collateral AgentAgent to Issuer: (iA) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.1(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right (but not the obligation) to exercise such voting and other consensual rights (but if directed by the Trustee or Controlling Party in accordance with the Indenture, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Pledgors to exercise such rights.) until the applicable Event of Default is no longer continuing, at which time all such rights automatically shall revert to such Pledgor, and in which case the Collateral Agent’s rights under this Section 5.1(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above; provided that the foregoing clause (A) shall not apply with respect to (and this clause (A) shall not be construed as a restriction of) any voting and or consensual rights such Pledgor is entitled to exercise in connection with the approval, payment and/or accrual of Distributions then permitted under Section 4.14 of the Indenture; and (iiB) All all rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.1(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until all Event of Defaults are no longer continuing, in which case the Collateral Agent’s rights under this Section 5.1(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing and upon prior written notice from the Collateral Agent as set forth above. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as may be necessary or as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.1(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.1(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.1(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions made at any time after the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents and consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any Event of Default at any time after the payment in full of the Revolving Credit Indebtedness and notice by the Collateral Agenttermination of the Revolving Credit Documents: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions; provided, that, upon a waiver or cure, if any, of such Event of Default, the rights of the Pledgor under such Sections 5.2(a)(i) and 5.2 (a)(ii) shall revert to such Pledgor. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has not notified the Borrower that the rights of such Pledgor under this Section 5.2(a) are being suspended: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall shall, unless otherwise provided in the Credit Agreement and subject to Section 3.4(a) hereof, be forthwith promptly (and in any event within thirty (30) days) delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has not notified the Borrower that the rights of the Pledgors under this Section 5.2(b) are being suspended, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and after the delivery of written notice by from the Collateral AgentAgent to the Borrower: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Upon the occurrence and during the continuance of any Event of Default and after the delivery of written notice from the Collateral Agent to the Borrower, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (f) After all Events of Default have been cured or waived in accordance with the Credit Agreement and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Collateral Agent shall promptly return to each Pledgor (without interest) all Distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of Section 5.2(a)(ii) in the absence of any such Event of Default and that remain in the Collateral Agent’s account, and such Pledgor’s right to receive and retain any and all Distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificates evidencing securities constituting Pledged Collateral shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five thirty (30) days (after receipt thereof or such longer period as may be determined by the Collateral Agent may agree in its sole reasonable discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and reasonable expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly (but in any event within thirty (30) days after receipt thereof or such longer period as the Collateral Agent may agree in its reasonable discretion) be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as no expressly provided in the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have occurred and be continuing: (i) Each continuing and Pledgor shall have been notified by the Collateral Agent of the Secured Parties' written election to exercise remedies hereunder, but, subject nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor shall be entitled to exercise any and all management, voting and other consensual membership rights pertaining with respect to the Securities Collateral any Pledged Collateral, including any securities pledged in substitution therefor or any part thereof in addition thereto for any purpose purpose, and in any manner, not inconsistent with the terms or purposes hereof, the Credit of this Agreement or any other document evidencing the Secured ObligationsFinancing Document; provided, however, no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate or be inconsistent with any of the terms of this Agreement, the Credit Agreements or another Financing Document, and provided, further, that, that no Pledgor shall in not exercise, or refrain from exercising, any event exercise such voting and other rights in any manner which if it could reasonably be expected anticipated that such action or inaction would have an adverse effect on the creation, attachment, perfection, or priority of the security interests herein granted in the Pledged Collateral to have the Collateral Agent (or any part thereof). Upon Pledgor's receipt of a Material Adverse Effectnotice in accordance with the first sentence of this Section 8, and during the continuance of an Event of Default, all such rights of Pledgor to vote and to give consents, waivers and ratifications shall be exercisable solely by the Collateral Agent in accordance with Section 9. (iib) Each Pledgor shall not be entitled to receive any cash or non-cash dividends or distributions otherwise payable in respect of the Pledged Shares, except cash distributions expressly permitted pursuant to the terms and retainconditions of the Holdco Deposit Account Agreement. Non-cash dividends or distributions, and to utilize free dividends and clear distributions paid or payable in cash in respect of the Lien hereofany such Pledged Collateral, any in connection with a partial or total liquidation or dissolution of Holdco, shall be, and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith promptly delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (b) So long as no Event of Default shall have occurred and be continuing, the . The Collateral Agent shall also be deemed without further action or formality entitled at all times to have granted receive directly, and to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense retain as part of the Pledgors, from time to time execute and deliver Pledged Collateral all other or additional stock or other securities or property (including cash) issued paid or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request distributed for any reason in order to permit such Pledgor to exercise respect of the voting and Pledged Shares or other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofPledged Collateral. (c) Upon Subject to the terms and conditions of the Holdco Deposit Account Agreement, upon the occurrence and during the continuance of any an Event of Default and immediately upon Pledgor's receipt of written notice by from the Collateral Agent: Agent that the Collateral Agent intends to act pursuant to this clause (i) All c), all rights of each Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in exercisable by the Collateral Agent, which acting in good faith, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights unless and until such Event of Default ceases to exist. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Purchase Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit provisions of the Purchase Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bii) So long as no Event of Default shall have occurred and be continuing, the Collateral The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (ciii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral AgentAgent to the extent permitted by applicable law, which shall thereupon have the sole right to exercise such voting and other consensual rightsrights to the extent permitted by applicable law. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral AgentAgent to the extent permitted by applicable law, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions to the extent permitted by applicable law. (div) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(iii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(iii)(B) hereof. (ev) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to , each Grantor may exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Loan Agreement or any other document evidencing the Secured ObligationsFinancing Document; provided, however, that no Pledgor Grantor shall in any event exercise such rights in any manner that is inconsistent with the terms of any Financing Document or which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor . Unless and until an Event of Default has occurred and is continuing, the Grantors shall be entitled to receive and retain, and to utilize free and clear retain any cash Distributions on the Pledged Securities in accordance with applicable law. For avoidance of the Lien hereofdoubt, any and all Distributions, but only if and to Distributions on the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests Pledged Securities in the form of securities securities, and all Distributions which are received or retained by any Grantor contrary to the immediately preceding sentence, shall be forthwith delivered to the Collateral Agent Secured Party to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no If any Event of Default shall have occurred and be continuingoccurred, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments then so long as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default shall continue, and notice by whether or not the Collateral Agent: Secured Party or any other Secured Party exercises any available right to declare any Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or any Financing Document, (i) All all rights of each Pledgor Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i4.2(a) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. , (ii) All all rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof the Loan Agreement shall immediately cease cease, and all such rights dividends and other Distributions shall thereupon become vested be paid directly to the Secured Party and retained by the Secured Party in the Collateral AgentAccount as part of the Pledged Collateral, which and (iii) if the Secured Party shall thereupon have so request in writing, the sole right Grantors jointly and severally agree to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Secured Party appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting additional instruments, dividend, distribution and other rights which it may be entitled orders and documents to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereofthat end. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations. The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(a). (b) Upon the occurrence and during the continuance of any Event of Default, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(a) hereof without any action (other than, in the case of any Securities Collateral, the giving of any notice) shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided, howeverthat the Collateral Agent shall have the right, that no Pledgor shall in any event its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights in any manner which could reasonably under SECTION 5.2(a). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be expected entitled to have a Material Adverse Effectpursuant to SECTION 5.2(a) hereof. (iic) Each Pledgor Subject to Section 6.13 of the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the . The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(c). (cd) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Default, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(c) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Event of Default is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(c). (de) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(c) hereof. (ef) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default (under the Credit Agreement) shall have occurred and be continuing:continuing and the Collateral Agent shall not have given the notice prescribed under Section 6(b) below (unless the Event of Default is under Section 7.01(h), (i) or (j) of the Credit Agreement (an "INSOLVENCY EVENT"), in which case no such notice shall be required): (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Pledged Collateral or any part thereof for any purpose that would not inconsistent with result in a violation of the terms or purposes hereofof this Agreement, the Credit Agreement Agreement, any Designated Swap Agreements, or any other document evidencing Credit Document to which the Secured ObligationsPledgor is a party; provided, however, that no the Pledgor shall in give the Collateral Agent prior written notice whenever the Pledgor shall exercise or refrain from exercising any event exercise such rights in any manner which could reasonably voting or other consensual right if such action would be expected likely to have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral or any part thereof. (ii) Each The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributionsincome, but only if dividends and to interest paid in respect of the extent not prohibited by the Credit AgreementPledged Collateral; provided, however, that any and all such Distributions consisting of rights income, dividends and distributions paid or interests payable other than in the form of securities cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in substitution or exchange for, any Pledged Collateral shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral Collateral, and shall, if received by any the Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds assets of such Pledgor the Pledgor, and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements). (biii) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such the Pledgor all such proxies and other instruments as such the Pledgor may reasonably request in order to permit such for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(iclause (i) hereof above and to receive the Distributions income, dividends or interest payments which it is authorized to receive and retain pursuant to Section 5.2(a)(iiclause (ii) hereofabove. (cb) Upon (i) the occurrence of an Insolvency Event, or (ii) upon the occurrence and during the continuance of any an Event of Default and notice by under the Credit Agreement (other than an Insolvency Event) where the Collateral Agent:Agent has given notice of its intention to exercise its rights under this Section 6(b): (i) All rights of each the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i6(a)(i) hereof and to receive the income, dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which Agent who shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributionsincome, dividends and interest payments. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (eii) All Distributions income, dividends and interest payments which are received by any the Pledgor contrary to the provisions of clause (i) of this Section 5.2(c)(ii6(b) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such the Pledgor and shall immediately be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be exclusively entitled to exercise any and all voting and other consensual rights rights, and shall have exclusive “control” (within the meaning of 46 U.S.C. § 50501), pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement other ABL Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.that will materially and adversely affect the rights and remedies of the Collateral Agent as secured party hereunder; and (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly (and in any event within 30 days after receipt thereof or such later time as may be forthwith extended by the Collateral Agent in its sole discretion) be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the any voting and other consensual rights rights, or any other form of “control” (within the meaning of 46 U.S.C. § 50501), it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and rights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; provided that, other consensual rights.than with respect to any Event of Default under Section 8.01(g) or (h) of the Credit Agreement, no such rights shall be vested in the Collateral Agent until such time as the Collateral Agent or the Administrative Agent (at the instruction of the Required Lenders) or the Required Lenders shall have delivered a notice to the Administrative Borrower indicating that such rights shall vest in the Collateral Agent; and (iiB) All rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; provided that, other than with respect to any Event of Default under Section 8.01(g) or (h) of the Credit Agreement, no such rights shall be vested in the Collateral Agent until such time as the Collateral Agent or the Administrative Agent (at the instruction of the Required Lenders) or the Required Lenders shall have delivered a notice to the Administrative Borrower indicating that such rights shall vest in the Collateral Agent. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (aA) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if and to the extent not prohibited permitted by the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall (except as otherwise set forth herein) be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cB) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dC) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (eD) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) or Section 5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) or Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) or Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) or Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingoccurred: (i) Each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit this Agreement; provided, however, that Pledgor shall not exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Securities or any part thereof or on the rights and interests of Xxxxxxx hereunder with respect to the Pledged Securities; (ii) Pledgor shall be entitled to retain and use any and all such Distributions consisting cash distributions paid on Pledged Securities, but any and all stock and/or liquidating distributions, other distributions in property, return of rights capital or interests other distributions made on or in respect of Pledged Securities, whether resulting from a subdivision, combination or reclassification of outstanding capital stock of any corporation the form capital stock of securities which is pledged hereunder or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets or on the liquidation, whether voluntary or involuntary, of any issuer of the Pledged Securities, or otherwise, shall be forthwith delivered to and become part of the Collateral Agent to hold as Pledged Collateral and shallpledged hereunder and, if received by any Pledgor, shall forthwith be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to Xxxxxxx to be held as collateral subject to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).terms of this Agreement; and (biii) So long as no Event of Default Xxxxxxx shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (to Pledgor, or cause to be executed and delivered) delivered to such Pledgor Pledgor, as appropriate, all such proxies, powers of attorney, distribution orders and other instruments as such Pledgor may reasonably request in order to permit such for the purpose of enabling Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant to Section 5.2(a)(iSubparagraph (a)(i) hereof and above and/or to receive the Distributions distributions which it Pledgor is authorized to retain pursuant to Subparagraph (a)(ii) above. (b) Upon (i) the occurrence and during the continuance of an Event of Default and (ii) five (5) days prior written notice to the Pledgor, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Subparagraph (a)(i) above and/or to receive the distributions which Pledgor is authorized to receive and retain pursuant to Section 5.2(a)(iiSubparagraph (a)(ii) hereof. (c) Upon above shall cease, and all such rights thereupon shall become vested in Xxxxxxx, which shall have the occurrence sole and during the continuance of any Event of Default exclusive right and notice by the Collateral Agent: (i) All rights of each Pledgor authority to exercise the such voting and other and/or consensual rights it would and powers which Pledgor shall otherwise be entitled to exercise pursuant to Section 5.2(a)(iSubparagraph (a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor above and/or to receive Distributions and retain the distributions which it would Pledgor shall otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSubparagraph (a)(ii) hereof shall immediately cease above. Any and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting money and other rights which it may be entitled property paid over to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are or received by any Pledgor contrary Xxxxxxx pursuant to the provisions of Section 5.2(c)(iithis Paragraph (b) hereof shall be received in trust for the benefit of the Collateral Agent, retained by Xxxxxxx as additional collateral hereunder and shall be segregated from other funds applied in accordance with the provisions of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 9 hereof.

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement other Note Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably that is disadvantageous to the Collateral Agent or any Holder in any material respect (it being understood that exercising such voting rights to approve a transaction that is permitted by the Indenture will not be expected deemed to have a Material Adverse Effect.be disadvantageous to any Collateral Agent or Holder); and (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly (and in any event within 10 Business Days after receipt thereof as such date may be forthwith extended by the Collateral Agent in its sole discretion) be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (bii) So long as no Event After the Discharge of Default shall have occurred and be continuingthe Senior Obligations, upon receipt of notice from the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon after the occurrence and during the continuance of any Event of Default and (although no such notice by shall be required in the Collateral Agent:case of an Event of Default under Section 6.01(a)(xii) or 6.01(a)(xiii) of the Indenture): (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and (subject to the terms of the Intercreditor Agreement) all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.rights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; and (iiB) All rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof without further action shall immediately cease and (subject to the terms of the Intercreditor Agreement) all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing. (diii) Each After Discharge of the Senior Obligations, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and (subject to the terms of the Intercreditor Agreement) shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Shares or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit purpose of this Agreement or any other document evidencing the Secured ObligationsIndenture; provided, however, that no Pledgor shall not in any event knowingly exercise such rights in any manner which could reasonably be expected to would impair the Lien on or have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral or the security intended to be provided by this Agreement. (ii) Each So long as no Event of Default shall have occurred which is continuing, Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereofof this Agreement, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be, and shall be forthwith delivered to the Collateral Agent Trustee to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral AgentTrustee, be segregated from the other property or funds of such Pledgor Pledgor, and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent The Trustee shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the Pledgor's sole cost and expense of the Pledgorsexpense, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i7(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral AgentDefault: (i) All all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i7(a)(i) hereof without any action or the giving of any notice shall immediately cease, and all such rights shall thereupon during the continuance of such Event of Default become vested in the Collateral AgentTrustee, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All all rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii7(a)(ii) hereof shall immediately cease and all such rights shall thereupon during the continuance of such Event of Default become vested in the Collateral AgentTrustee, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Trustee appropriate instruments as the Collateral Agent Trustee may reasonably request in order to permit the Collateral Agent Trustee to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i7(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii7(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii7(b)(ii) hereof shall be received in trust for the benefit of the Collateral AgentTrustee, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected that is disadvantageous to have a Material Adverse Effect.any Agent or Lender in any material respect; and (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly (and in any event within five Business Days after receipt thereof) be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.rights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; and (iiB) All rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such DistributionsDistributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(ii)(B). (eiv) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Indenture or any other document evidencing the Additional Secured ObligationsDebt Document; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made not prohibited by in contravention of the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five business days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately shall, upon notice by the Collateral Agent to such Pledgor, cease, and all such rights shall thereupon become vested in the Collateral Agent, which which, to the extent permitted by law, shall thereupon have the sole right right, subject to the terms of the Intercreditor Agreement, to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately shall, upon notice by the Collateral Agent to such Pledgor, cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent such appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations. The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(a). (b) Upon the occurrence and during the continuance of any Event of Default, all rights of each Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(a) hereof without any action, other than, in the case of any Securities Collateral, or the giving of any notice shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; providedprovided that the Collateral Agent shall have the right, howeverin its sole discretion, that no Pledgor shall in any event from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights in any manner which could reasonably under SECTION 5.2(a). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be expected entitled to have a Material Adverse Effectpursuant to SECTION 5.2(a) hereof. (iic) Each Pledgor Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the . The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributionsthis SECTION 5.2(c). (d) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(c) hereof. (e) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(b) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long Pledgor shall not be entitled to receive any payments or other distributions receivable by it under the Operating Agreement except as no expressly permitted for deposit in the Holdco Accounts pursuant to the terms and conditions of the Holdco Deposit Account Agreement. Unless and until an Event of Default shall have occurred and be continuing: (i) Each , and Pledgor shall have been notified by the OPNY Administrative Agent of the Secured Parties' written election to exercise remedies hereunder, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the OPMW Credit Agreement during any period after the First Lien Stock Pledge Agreement has terminated in accordance with its terms, Pledgor shall be entitled to exercise any and all voting and other consensual corporate rights pertaining with respect to the Securities Collateral Pledged Shares or any part thereof securities pledged in substitution therefor or in addition thereto for any purpose purpose, and in any manner, not in violation of or inconsistent with the terms or purposes hereof, the Credit of this Agreement or any other document evidencing the Secured ObligationsFinancing Document; provided, however, that no that, Pledgor shall in not exercise or refrain from exercising any event exercise such voting and other rights in any manner which if it could reasonably be expected anticipated that such action or inaction would have an adverse effect on the creation, attachment, perfection or priority of the security interests herein granted. Upon Pledgor's receipt of a notice in accordance with the first sentence of this Section 9, and during the continuance of an Event of Default, all such rights of Pledgor to have a Material Adverse Effectvote and to give consents, waivers and ratifications shall be exercisable solely by the OPNY Administrative Agent in accordance with Section 15. (iib) Each Pledgor shall not be entitled to receive any cash or non-cash dividends or distributions otherwise payable in respect of the Pledged Shares, except any cash distributions expressly permitted for deposit in the Holdco Accounts pursuant to the terms and retainconditions of the Holdco Deposit Account Agreement. Non-cash dividends or distributions and dividends and distributions paid or payable in cash in respect of any such Collateral in connection with a partial or total liquidation or dissolution of any of the Companies or the Borrower Entities, shall be, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral OPNY Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral OPNY Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral OPNY Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (b) So long . The OPNY Administrative Agent shall also be entitled at all times to receive directly, and to retain as no Event part of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action all other or formality to have granted to each Pledgor all necessary consents relating to voting rights and shalladditional stock or other securities or property (including cash) issued, if necessary, upon written request of paid or distributed for any Pledgor and at the sole cost and expense reason in respect of the Pledgors, from time to time execute and deliver (Pledged Shares or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofCollateral. (c) Upon Subject to the terms and conditions of the Holdco Deposit Account Agreement, upon the occurrence and during the continuance of any an Event of Default and during any period in which the First Lien Stock Pledge Agreement has terminated in accordance with its terms, immediately upon Pledgor's receipt of written notice by from the Collateral Agent: OPNY Administrative Agent that the OPNY Administrative Agent intends to act pursuant to this clause (i) All c), all rights of each Pledgor to exercise or refrain from exercising the voting and other consensual corporate rights which it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in exercisable by the Collateral OPNY Administrative Agent, which acting in good faith, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightscorporate rights unless and until such Event of Default ceases to exist. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have (as hereinafter defined) has occurred and be is continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral Pledged Interest or any part thereof for any purpose not inconsistent with the terms of the Loan Documents or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationsthis Agreement; provided, however, that no Pledgor shall in not exercise or refrain from exercising any event exercise such rights in any manner which could reasonably be expected to right if such action would have a Material Adverse Effectmaterial adverse affect on the value of the Pledged Interest or any part thereof; and provided, further, that Pledgor shall give Lender at least five (5) business days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, if such exercise or non-exercise would have a material adverse affect on the value of the Pledged Interest or any part thereof. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, retain any and all Distributions, but only if dividends and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting distributions paid in respect of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledgor’s Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Interest. (biii) So long as no Event of Default Lender shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies and other instruments as such Pledgor may reasonably request in order to permit such for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(iparagraph (i) hereof above and to receive the Distributions amounts which it is authorized to receive and retain pursuant to Section 5.2(a)(iiparagraph (ii) hereofabove. (cb) Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral AgentDefault: (i) All rights of each Pledgor to exercise the voting and other consensual rights it which he or she would otherwise be entitled to exercise pursuant to Section 5.2(a)(i6(a)(i) hereof and to receive the amounts which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which Lender who shall thereupon have the sole right to exercise such voting and other consensual rightsrights and to receive and hold as Pledged Interest such amounts. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions amounts which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 5.2(c)(ii6(b) hereof shall be received in trust for the benefit of the Collateral AgentLender, shall be segregated from other funds of such Pledgor and shall immediately be forthwith paid over to the Collateral Agent Lender as Pledged Collateral Interest in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each any Obligations are outstanding, the Pledgor shall not be entitled to exercise any and all voting and other consensual rights pertaining payments or distributions (whether cash or non-cash) pursuant to the Securities Collateral Partnership Agreement, except payments or any part thereof for any purpose not inconsistent distributions from the OPMW Borrower that are directly distributed from Pledgor to Holdco in accordance with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Holdco Deposit Account Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) . So long as no Event of Default shall have occurred and be continuing, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the OPMW Credit Agreement, during any period after the First Lien Partnership Interest Pledge Agreement has terminated in accordance with its terms, Pledgor shall be entitled to exercise any and all management, voting and other partnership rights pertaining to any Collateral (including but not limited to any partnership interest or the Partnership Agreement) and the OPMW Borrower for any purpose not inconsistent with the terms of this Agreement or any other OPMW Financing Document; provided, however, that Pledgor shall exercise, or refrain from exercising, any such right if such action or inaction would have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any part thereof as herein granted. (b) If Pledgor receives any distributions in respect of the Collateral purported to be pledged and assigned by it hereunder, such distributions shall be promptly delivered to the Collateral Agent shall be deemed without further action to deposit in the Holdco Accounts pursuant to the Holdco Deposit Account Agreement, or, if such distributions are in connection with a partial or formality total liquidation or are non-cash distributions, to have granted the OPNY Administrative Agent to each Pledgor all necessary consents relating to voting rights hold as Collateral and shall, if necessaryreceived by Pledgor, upon written request be received in trust for the benefit of any the OPNY Administrative Agent, be segregated from the other property or funds of Pledgor and at be forthwith delivered to the sole cost and expense of OPNY Administrative Agent as Collateral in the Pledgors, from time to time execute and deliver same form as so received (with any necessary endorsement or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofassignment). (c) Upon the occurrence and during the continuance of any an Event of Default and notice by during any period after the Collateral AgentFirst Lien Partnership Interest Pledge Agreement has terminated in accordance with its terms: (i) All Immediately upon Pledgor's receipt of written notice from the OPMW Administrative Agent that the OPNY Administrative Agent intends to act pursuant to this clause (c)(i), all rights of each Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in exercisable by the Collateral OPNY Administrative Agent, which acting in good faith, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights unless and until such Event of Default ceases to exist. (ii) All rights of each Pledgor to receive Distributions the distributions, if any, which it would otherwise be authorized to receive and retain retain, pursuant to Section 5.2(a)(ii9(a) hereof and (b), above, shall immediately cease become exercisable, subject to the terms of the First Lien Partnership Interest Pledge Agreement and all such rights shall thereupon become vested in the Collateral AgentIntercreditor Agreement, which by the OPNY Administrative Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributionsdistributions unless and until such Event of Default ceases to exist. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (eiii) All Distributions distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof clause (ii), above, subject to the terms of the First Lien Partnership Interest Pledge Agreement and the Intercreditor Agreement, shall be received in trust for the benefit of the Collateral OPNY Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be forthwith paid over to the Collateral OPNY Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) for application pursuant to Section 17.

Voting Rights; Distributions; etc. Each Pledgor agrees: (a) So long as no after any Event of Default shall have occurred and be continuing:continuing and the Collateral Agent has notified such Pledgor that all Distributions with respect to the Pledged Interests otherwise payable to such Pledgor shall be paid to the Collateral Agent for the benefit of the Secured Parties, promptly upon receipt thereof by such Pledgor and without any further request therefor by the Collateral Agent, to deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Collateral Agent all Distributions, interest, principal, other cash payments, and proceeds of the Collateral, all of which shall be held by the Collateral Agent as additional Collateral for use in accordance with Section 6.4; and (b) after any Event of Default shall have occurred and be continuing and the Collateral Agent has notified such Pledgor of the Collateral Agent's intention to exercise its voting power under this Section 4.4(b): (i) Each the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other Equity Interests constituting Collateral and such Pledgor hereby grants the Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such other Collateral; and (ii) such Pledgor shall promptly deliver to the Collateral Agent such additional proxies and other documents as may be entitled necessary to allow the Collateral Agent to exercise such voting power. All Distributions, interest, principal, cash payments, and proceeds which may at any time and all from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Collateral Agent shall, until delivery to the Collateral Agent, be held by each Pledgor separate and apart from its other property in trust for the Collateral Agent. The Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in Section 4.4(b), each Pledgor shall have the exclusive voting power with respect to any Pledged Interests pledged by such Pledgor hereunder and the Collateral Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other consensual rights pertaining documents, if any, as shall be reasonably requested by such Pledgor which are necessary to the Securities Collateral or allow such Pledgor to exercise voting power with respect to any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligationssuch Pledged Interests; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by any Pledgor that would impair any Collateral or violate any provision of the Credit Agreement or any other Loan Document (including, without limitation, this Agreement). (c) Each Pledgor's right to receive and retain any and all Distributions in respect of the Collateral purported to be pledged and assigned by it hereunder shall be further limited as follows: (i) 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 event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.Collateral, (ii) Each Pledgor shall be entitled to receive and retainDistributions paid or payable in cash in respect of any such Collateral in connection with a partial or total liquidation or dissolution, and to utilize free and clear distributions paid or payable in violation of the Lien hereoflaw or any LLC Agreement, and (iii) cash paid, payable, or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged as, Collateral and shall, if received by any such Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Pledgor, and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cd) Upon the occurrence and during the continuance of any Event of Default and notice by from the Collateral Agent to such Pledgor of the Collateral Agent's intention to exercise its rights under any provision of this Section 4.4: (i) All rights of each such Pledgor (A) to receive the Distributions which it would otherwise be authorized to receive and retain and (B) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise exercise, in each case pursuant to this Section 5.2(a)(i) hereof 4.4, shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which Agent who shall thereupon have the sole right to receive and hold on behalf of the Secured Parties as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost Distributions and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the or refrain from exercising such voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iconsensual rights; and (A) hereof and to receive (ii) all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which that are received by any such Pledgor contrary to the provisions of Section 5.2(c)(iiclause (i) hereof above shall be received in trust for the benefit of the Collateral AgentAgent on behalf of the Secured Parties, shall be segregated from other funds of such Pledgor Pledgor, and shall immediately be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have result in a Material Adverse EffectChange. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof[Reserved.] (c) Upon the occurrence and during the continuance of any Event of Default and Default, upon written notice by from the Collateral Administrative Agent: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided, however, that, solely in the case of the Harko CV Equity Interests, the Administrative Agent shall not consent to the transfer of any such Harko CV Equity Interests or to the admission of a new partner to Harko CV, in each case, without the prior consent of the Harko CV Partners. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each any Obligations are outstanding, the Pledgor shall not be entitled to exercise any and all voting and other consensual rights pertaining payments or distributions (whether cash or non-cash) pursuant to the Securities Collateral Partnership Agreement, except payments or any part thereof for any purpose not inconsistent distributions from the Borrower that are directly distributed from Pledgor to Holdco in accordance with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Holdco Deposit Account Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) . So long as no Event of Default shall have occurred and be continuing, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the OPNY Credit Agreement, during any period after the First Lien Partnership Interest Pledge Agreement has terminated in accordance with its terms, Pledgor shall be entitled to exercise any and all management, voting and other partnership rights pertaining to any Collateral (including but not limited to any partnership interest or the Partnership Agreement) and the OPNY Borrower for any purpose not inconsistent with the terms of this Agreement or any other OPNY Financing Document; provided, however, that Pledgor shall exercise, or refrain from exercising, any such right if such action or inaction would have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any part thereof as herein granted. (b) If Pledgor receives any distributions in respect of the Collateral purported to be pledged and assigned by it hereunder, such distributions shall be promptly delivered to the Collateral Agent shall be deemed without further action to deposit in the Holdco Accounts pursuant to the Holdco Deposit Account Agreement, or, if such distributions are in connection with a partial or formality total liquidation or are non-cash distributions, to have granted the OPMW Administrative Agent to each Pledgor all necessary consents relating to voting rights hold as Collateral and shall, if necessaryreceived by Pledgor, upon written request be received in trust for the benefit of any the OPMW Administrative Agent, be segregated from the other property or funds of Pledgor and at be forthwith delivered to the sole cost and expense of OPMW Administrative Agent as Collateral in the Pledgors, from time to time execute and deliver same form as so received (with any necessary endorsement or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofassignment). (c) Upon the occurrence and during the continuance of any an Event of Default and notice by during any period after the Collateral AgentFirst Lien Partnership Interest Pledge Agreement has terminated in accordance with its terms: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, of the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to may have a Material Adverse Effectmaterial adverse effect on the value of the Pledged Collateral or the Lien and security interest intended to be granted to the Collateral Agent hereunder, in each case, taken as a whole. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) Business Days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bC) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (cii) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (iA) All To the fullest extent permitted by applicable Requirements of Law, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof without any action shall immediately ceasecease two (2) Business Days following the delivery of a notice of such Event of Default in accordance with Section 12.6 hereof, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights, subject to compliance with the provisions of Section 13 hereof. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (diii) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(ii)(B) hereof, subject to compliance with the provisions of Section 13 hereof. (eiv) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations. The Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors as provided in Section 9.3 of this Agreement, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to this SECTION 5.2(a). (b) Upon the occurrence and during the continuance of any Event of Default, following written notice from the Agent to the applicable Grantors, all rights of a Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to SECTION 5.2(a) hereof without any action (other than, in the case of any Securities Collateral, the giving of any notice) shall immediately cease, and all such rights shall thereupon become vested in the Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights until such time as no Event of Default exists; providedprovided that the Agent shall have the right, howeverin its sole discretion, that no Pledgor shall in any event from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights in any manner which could reasonably under SECTION 5.2(a). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be expected entitled to have a Material Adverse Effectpursuant to SECTION 5.2(a) hereof. (iic) Each Pledgor So long as no Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement and subject to the prior right of the Agent to the extent provided in the Intercreditor Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral . The Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and Grantor to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(c). (cd) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral Agent: (i) All Default, all rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(c) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Event of Default is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(c). (de) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(b) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(c) hereof. (ef) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(c) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each any Obligations are outstanding, Pledgor shall not be entitled to exercise any and all voting and other consensual rights pertaining payments or distributions (whether cash or non-cash) pursuant to the Securities Collateral Partnership Agreement, except payments or any part thereof for any purpose not inconsistent distributions from the Borrower that are directly distributed from Pledgor to Holdco in accordance with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Holdco Deposit Account Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) . So long as no Event of Default shall have occurred and be continuing, but subject, nevertheless, at all times to the restrictions imposed by the terms and conditions of the Credit Agreement, Pledgor shall be entitled to exercise any and all management, voting and other partnership rights pertaining to any Collateral (including but not limited to any partnership interest or the Partnership Agreement) and the Borrower Entities for any purpose not inconsistent with the terms of this Agreement or any other Financing Document; provided, however, that Pledgor shall exercise, or refrain from exercising, any such right if such action or inaction would have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any part thereof as herein granted. (b) If Pledgor receives any distributions in respect of the Collateral purported to be pledged and assigned by it hereunder, such distributions shall be promptly delivered to the Collateral Agent shall be deemed without further action to deposit in the Holdco Accounts pursuant to the Holdco Deposit Account Agreement, or, if such distributions are in connection with a partial or formality total liquidation or are non-cash distributions, to have granted the Administrative Agent to each Pledgor all necessary consents relating to voting rights hold as Collateral and shall, if necessaryreceived by Pledgor, upon written request be received in trust for the benefit of any the Administrative Agent, be segregated from the other property or funds of Pledgor and at be forthwith delivered to the sole cost and expense of Administrative Agent as Collateral in the Pledgors, from time to time execute and deliver same form as so received (with any necessary endorsement or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofassignment). (c) Upon the occurrence and during the continuance of any an Event of Default and notice by the Collateral AgentDefault: (i) All Immediately upon Pledgor's receipt of written notice from the Administrative Agent that the Administrative Agent intends to act pursuant to this clause (c)(i), all rights of each Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in exercisable by the Collateral Administrative Agent, which acting in good faith, who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights unless and until such Event of Default ceases to exist. (ii) All rights of each Pledgor to receive Distributions the distributions, if any, which it would otherwise be authorized to receive and retain retain, pursuant to Section 5.2(a)(ii9(a) hereof and (b), above, shall immediately cease and all such rights shall thereupon become vested in exercisable by the Collateral Agent, which Administrative Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributionsdistributions unless and until such Event of Default ceases to exist. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (eiii) All Distributions distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof clause (ii), above, shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be forthwith paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) for application pursuant to Section 17.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured ObligationsCredit Document; provided, however, that no the Pledgor shall not in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each The Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to Distributions in respect of the extent not prohibited by the Credit AgreementPledged Securities; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall of an Issuer shall, to the extent that such securities do not constitute Excluded Securities, be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgorthe Pledgor and to the extent that such securities do not constitute Excluded Securities, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such the Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion5) Banking Days after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral The Administrative Agent shall be deemed without further action or formality to have granted to each the Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any the Pledgor and at the sole cost and expense of the PledgorsPledgor, from time to time execute and deliver (or cause to be executed and delivered) to such the Pledgor all such instruments as such the Pledgor may reasonably request in order to permit such the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each the Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each the Pledgor to receive Distributions in respect of the Pledged Securities which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each The Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments and documents as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions in respect of the Pledged Securities which are received by any the Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from the other property and funds of such the Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement other Loan Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which that could reasonably be expected to (x) have a Material Adverse Effectmaterial adverse effect on the value thereof or (y) be disadvantageous to any Secured Party in any material respect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly, and in any event within ten Business Days after receipt thereof (or such later date as may be forthwith agreed to in writing by the Collateral Agent in its sole discretion), be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary necessary, advisable or reasonably requested endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by Default, the Collateral AgentAgent may implement either or both of the following remedies: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which which, shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which which, shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof5.2(b)(ii). If the Collateral Agent duly exercises its right to vote any of such Pledged Securities, each Pledgor appoints the Collateral Agent, such Pledgor’s true and lawful attorney-in-fact and grants the Collateral Agent an irrevocable proxy to vote such Pledged Securities in any manner the Collateral Agent 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 and proxy granted hereby is coupled with an interest and shall be irrevocable. (ed) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(b)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary necessary, advisable or reasonably requested endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing:continuing and the Borrowers have not received written notice from the Collateral Agent stating its intention to exercise its rights and remedies under Section 5.2(iii): (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bii) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (ciii) Upon the occurrence and during the continuance of any Event of Default and notice upon receipt by the Borrowers of written notice from the Collateral AgentAgent stating its intent to exercise its rights and remedies under Section 5.2: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (div) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(iii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(iii)(B) hereof. (ev) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(i)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately promptly be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing, and except as otherwise provided in the Credit Agreement: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Loan Documents, including Section 7.5 of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Securities Collateral shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Administrative Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent accordance with Section 3.2 and Section 3.3 hereof, as Pledged Collateral in the same form as so received (with any necessary endorsement)applicable. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to the exercise of any and all voting rights and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and prior written notice by the Collateral AgentAdministrative Agent to such Pledgor: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Unless and until an Event of Default shall have occurred and be continuingis continuing and the Administrative Agent shall have notified the Pledgors that their rights under this Section 5.2(a) are being suspended: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement, the other Loan Documents and applicable law; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement reasonably requested by the Administrative Agent). (biii) So long as no Event of Default shall have occurred and be continuing, the Collateral Administrative Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (cb) Upon the occurrence and during the continuance of any Event of Default and notice by Default, after the Collateral Agent:Administrative Agent shall have notified the Pledgors of the suspension of their rights under Section 5.2(a): (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (dc) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Administrative Agent appropriate instruments as the Collateral Administrative Agent may reasonably request in order to permit the Collateral Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(b)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(b)(ii) hereof. (ed) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other funds of such Pledgor and shall immediately forthwith be paid over delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement reasonably requested by the Administrative Agent).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor , each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document Loan Document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the . The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor Grantor and at the sole cost and expense of the PledgorsGrantors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor Grantor all such instruments as such Pledgor Grantor may reasonably request in order to permit such Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereofthis SECTION 5.2(i). (cii) Upon the occurrence and during During the continuance of any Event of Default and upon the receipt of written notice by the Collateral Agent: (i) All such Grantor, all rights of each Pledgor Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(iSECTION 5.2(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights; provided that the Collateral Agent shall have the right, in its sole discretion, from time to time following the occurrence and continuance of an Event of Default to permit such Grantor to exercise such rights under SECTION 5.2(i). After such Event of Default is no longer continuing, each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to SECTION 5.2(i) hereof. (iiiii) All So long as no Trigger Event shall have occurred and be continuing, each Grantor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with, and to the extent permitted by, the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be promptly (and in any event within ten (10) days) delivered to the Collateral Agent to hold as Collateral and shall, if received by any Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). The Collateral Agent shall, if necessary, upon written request of any Grantor and at the sole cost and expense of the Grantors, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request in order to permit such Grantor to receive the Distributions which it is authorized to receive and retain pursuant to this SECTION 5.2(iii). (iv) Upon the occurrence and during the continuance of any Trigger Event, all rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(iiSECTION 5.2(iii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. After such Trigger Event is no longer continuing, each Grantor shall have the right to receive the Distributions which it would be authorized to receive and retain pursuant to SECTION 5.2(ii). (dv) Each Pledgor Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(iSECTION 5.2(ii) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(iiSECTION 5.2(iii) hereof. (evi) All Distributions which are received by any Pledgor Grantor contrary to the provisions of Section 5.2(c)(iiSECTION 5.2(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor Grantor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Secured Agreements or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the ability of the Pledgors to satisfy their obligations under the Secured Agreements or on the Collateral Agent’s ability to exercise its rights and remedies under the Secured Agreements. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Secured Agreements; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) Business Days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by the Collateral AgentDefault: (i) All rights of each such Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each such Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing and the Collateral Agent shall not have delivered the applicable notice under Section 5.2(c): (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could would reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) ten Business Days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and upon notice by from the Collateral AgentAgent to the Pledgors that it is exercising its rights under Section 5.2(c)(i) and/or (ii), subject to the terms of the Intercreditor Agreement: (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and and, after the Discharge of First Lien Term Obligations, all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and and, after the Discharge of First Lien Term Obligations, all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and and, after the Discharge of First Lien Term Obligations, shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Unless and until a payment Default or Event of Default shall have occurred and be continuingcontinuing or the maturity of the Notes has been accelerated or the Notes are otherwise due and payable: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement Indenture or any other document evidencing the Senior Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effect.; (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (bii) So long as no Event of Default shall have occurred and be continuing, the The Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof. (ciii) Upon the occurrence and during the continuance of any a payment Default or Event of Default or the maturity of the Notes has been accelerated or the Notes are otherwise due and notice by the Collateral Agentpayable: (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (iiB) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions, subject to releases in accordance with the terms and conditions of the Indenture. (div) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(iii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii5.2(iii)(B) hereof. (ev) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(iii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights and powers pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the rights and remedies of the Collateral Agent or the other Secured Parties under any Loan Document. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities required to be delivered pursuant to Section 3.1 shall be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five thirty days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) to the extent required to be delivered pursuant to Section 3.1. (b) So long as no Event of Default shall have occurred and be continuing, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default and notice by Default, after the Collateral Agent:Agent shall have given prior notice to the Borrower that it intends to exercise its rights pursuant to this Section 5.2(c): (i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (iA) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement other Collateral Documents or any other document evidencing the Secured Obligations; provided, however, that no Pledgor shall in any event exercise such rights in any manner which could reasonably be expected that is disadvantageous to have a Material Adverse Effect.any Secured Party in any material respect; and (iiB) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent not prohibited by made in accordance with the Credit Agreementprovisions of the Indenture (subject to the Intercreditor Agreement if in effect); provided, however, that any and all such Distributions consisting of rights or interests in the form of securities Pledged Securities or Intercompany Notes shall promptly (and in any event within 30 days after receipt thereof) be forthwith delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement). (bii) So long as no Event Upon receipt of Default shall have occurred and be continuing, notice from the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon after the occurrence and during the continuance of any Event of Default and (although no such notice by shall be required in the Collateral Agent:case of an Event of Default under Section 6.01(9) or (10) of the Indenture): (iA) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i5.2(i)(A) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.rights until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(A) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; (iiB) All rights of each Pledgor to receive Distributions which that it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii5.2(i)(B) hereof without further action shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.Distributions until the applicable Event of Default is no longer continuing, in which case the Collateral Agent’s rights under this Section 5.2(ii)(B) shall cease to be effective, subject to revesting in the event of a subsequent Event of Default that is continuing; (dC) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as are necessary or that the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i5.2(ii)(A) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof.5.2(ii)(B); and (eD) All Distributions which that are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii5.2(ii)(B) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary or reasonably requested endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to , each Grantor may exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Loan Agreement or any other document evidencing the Secured ObligationsFinancing Document; provided, however, that no Pledgor Grantor shall in any event exercise such rights in any manner that is inconsistent with the terms of any Financing Document or which could reasonably be expected to have a Material Adverse Effect. (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear . For avoidance of the Lien hereofdoubt, any and all Distributions, but only if and to the extent not prohibited by the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of securities securities, and all Distributions which are received by any Grantor contrary to Section 4.2(a), shall be forthwith delivered to the Collateral Agent Secured Party to hold as Pledged Collateral and shall, if received by any PledgorGrantor, be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such Pledgor Grantor and be promptly (but in any event within five days (or such longer period as may be determined by the Collateral Agent in its sole discretion) after receipt thereof) forthwith delivered to the Collateral Agent Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) So long as no If any Event of Default shall have occurred and be continuingoccurred, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments then so long as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof. (c) Upon the occurrence and during the continuance of any Event of Default shall continue, and notice by whether or not the Collateral Agent: Secured Party or any other Secured Party exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or any Financing Document, (i) All all rights of each Pledgor Grantor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i4.2(a) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. , (ii) All all rights of each Pledgor Grantor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof the Loan Agreement shall immediately cease cease, and all such rights dividends and other Distributions shall thereupon become vested be paid directly to the Secured Party and retained by the Secured Party in the Collateral AgentAccount as part of the Pledged Collateral, which and (iii) if the Secured Party shall thereupon have so request in writing, the sole right Grantors jointly and severally agree to receive and hold as Pledged Collateral such Distributions. (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent Secured Party appropriate instruments as the Collateral Agent may request in order to permit the Collateral Agent to exercise the voting additional instruments, dividend, distribution and other rights which it may be entitled orders and documents to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereofthat end. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(c)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall immediately be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).