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/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

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/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to the extent limited by this AgreementUnless an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating dividendsall (A) Restricted Payments paid or payable in violation of the terms of the Credit Agreement, (B) Restricted Payments paid or payable other than in cash in respect of, distributions and instruments and other Property received, receivable or otherwise distributed in propertyrespect of, returns or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other Property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii)(A) 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 forthwith be delivered promptly to Administrative Agent (accompanied by proper instruments Secured Party to hold as Collateral, as Secured Party may in its discretion determine. If such Event of assignment and/or powers of attorneys executed by Pledgor) to be held subject Default is waived or cured to the terms satisfaction of this Agreement;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 described in Section 2.1(i) or Section 2.1(k), 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 each Pledgor 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 Lender shall be responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i4.16(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii4.16(a)(ii) hereof shall ceasebe 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 Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Pledged Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bSection 4.16(b) shall be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.16(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.16(b). The foregoing shall not in accordance with the provisions hereofany way limit Secured Party's power and authority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Prior to any default or any vote that would be or result in a Default or Event of Default shall have occurred and be continuingDefault: (i1) Each The Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Collateral Pledged Shares or any part thereof, thereof for any purpose not inconsistent with the terms or purpose of this Agreement or any of the other Loan Documents; provided, however, that no vote the Pledgor shall be cast or right exercised or other action taken not in any event exercise such rights in any manner which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to may have a material adverse effect on the Collateral value of the Pledged Shares or any material part thereof or the security intended to be provided by this Agreement. (z2) result in any violation of Subject to the provisions of this Section 1 hereof and the terms of the Loan Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement any and all cash dividends or cash distributions payable on the CollateralDistributions; provided, but however, that any and all equity such Distributions consisting of rights or interests and/or liquidating dividends, distributions in property, returns the form of capital, or other distributions made on or in respect shares of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisestock shall be, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be forthwith delivered to the Secured Party to hold as Pledged Shares and become part of the Collateral pledged hereunder andshall, if received by the Pledgor, shall be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Pledgor, and be forthwith be delivered to Administrative Agent the Secured Party as Pledged Shares in the same form as so received (accompanied by proper instruments with any necessary endorsement and stock powers executed in blank). (3) The Secured Party shall be deemed without further action or formality to have granted to the Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of assignment and/or powers of attorneys the Pledgor and at the Pledgor’s sole expense, from time to time execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject the Pledgor all such instruments as the Pledgor may reasonably request in order to permit the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor which it is entitled to exercise pursuant to Section 4(a)(i7(a)(1) hereof and/or and to receive the payments that Pledgor Distributions which it is authorized to receive and retain pursuant to Section 4(a)(ii7(a)(2) hereof. (b) Upon any Default or Event of Default, or if the vote(s) to be cast by Pledgor would violate the terms of the Loan Documents or otherwise result in a default under this Agreement or Default or Event of Default under any of the other Loan Documents: (1) All rights of the Pledgor to exercise the voting and other consensual rights they would otherwise be entitled to exercise pursuant to Section 7(a)(1) hereof without any action or the giving of any notice shall cease, and all such rights shall thereupon become vested in Administrative Agent the Secured Party, which shall thereupon have the sole right to exercise such voting and other consensual rights. (2) All rights of the Pledgor to receive cash Distributions which they would otherwise be authorized to receive and retain pursuant to Section 7(a)(2) hereof shall cease and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to receive such cash Distributions and to apply them to reduce the Obligations and the obligations of the Pledgor under this Agreement in such order and manner as Secured Party shall determine. (c) The Pledgor shall, at its own expense, from time to time execute and deliver to the Secured Party appropriate instruments as the Secured Party may request in order to permit the Secured Party to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 7(b)(2) hereof and to receive all Distributions which it may be entitled to receive under Section 7(b)(2) hereof. (d) All Distributions which are received by the Pledgor contrary to the provisions of Section 7(b)(2) hereof shall be received in trust for the benefit of the Secured PartiesParty, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property immediately be paid over to or the Secured Party as Pledged Shares in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany 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/or and other consensual rights and powers relating or pertaining to the Securities Collateral or any part thereofthereof for any purpose not inconsistent with the terms or purposes hereof, the Indenture or any other document evidencing the Obligations; provided, however, that no vote Pledgor shall be cast or right exercised or other action taken in any event exercise such rights in any manner which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would could reasonably be expected to have a material adverse effect on change, in the Collateral condition, financial or any material part thereof otherwise, or (z) result in any violation the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the provisions of this AgreementCompany and its subsidiaries, the Credit Agreement or any other Loan Document,considered as one entity; (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Each Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all cash dividends or cash distributions payable on the CollateralDistributions, but only if and to the extent made in accordance with the provisions of the Indenture; provided, however, that any and all equity such Distributions consisting of rights or interests and/or liquidating dividends, distributions in property, returns the form of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), securities shall be forthwith delivered to the Trustee to hold as Pledged Collateral and become part of the Collateral pledged hereunder andshall, if received by any Pledgor, shall forthwith be received in trust for the benefit of itself and the Noteholders, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to Administrative Agent the Trustee as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, 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 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 an any Event of Default, all : (i) All rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii5.2(a)(i) hereof shall cease, immediately cease and all such rights shall thereupon become vested in Administrative Agent the Trustee, which shall thereupon have the sole right (but not an obligation) 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 Trustee, 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 Trustee appropriate instruments as necessary or as the Trustee may request in order to permit the Trustee to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Secured PartiesTrustee, who shall have the sole be segregated from other funds of such Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property immediately be paid over to or the Trustee as Pledged Collateral in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default (as such term is defined in the Loan Agreement) has occurred, Pledgor shall have occurred the right to vote its interest in the Company and be continuing: (i) Each Pledgor shall be entitled to exercise any collect and receive for its own use all voting and/or other consensual rights distributions and powers relating or pertaining to give waivers and consents with respect to the Collateral or Pledged Interest and, from time to time, in case any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities Interest has been transferred into the name of Bank or received in exchange for the Collateral its nominee or any part thereof nominees, Bank may execute and deliver or as a result of any merger, consolidation, acquisition, or other exchange of assets cause to which any Pledged Entity may be a party or otherwise, executed and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or appropriate powers of attorneys executed by Pledgor) attorney or proxies to be held subject vote such interest or to execute such waivers or consents, except that any such proxy or power of attorney shall not include any power to vote for or do any act or thing inconsistent with the terms of this Agreement; (b) . Upon the occurrence of an Event of Default and the expiration of any applicable periods within which to cure such Default, the Bank shall have the right to vote the interest in the Company represented by the Pledged Interest and to collect and receive for its own use all distributions and to give waivers and consents with respect to the Pledged Interest shall terminate. Upon the occurrence and during the continuance of an Event of Default, all rights of each the Bank shall notify the Pledgor in writing if Bank desires to exercise its rights herein with respect to the voting and/or other consensual rights Pledged Interest, and powers shall notify Pledgor if the Bank elects that the Pledgor is no longer entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such any rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant with respect to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofPledged Interest.

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/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or notifications in respect of any of the Pledged Shares) pertaining to any of the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to the extent limited by this AgreementUnless an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Restated Lease Agreement; provided, but however, that any and all equity interests and/or liquidating dividendsall (A) Restricted Payments paid or payable in violation of the terms of the Restated Lease Agreement, (B) Restricted Payments paid or payable other than in cash in respect of, distributions and instruments and other Property received, receivable or otherwise distributed in propertyrespect of, returns or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other Property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii)(A) through (D) above) received by Secured Party in respect of any 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 Restated Lease 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 forthwith be delivered promptly to Administrative Agent (accompanied by proper instruments Secured Party to hold as Collateral, as Secured Party may in its discretion determine. If such Event of assignment and/or powers of attorneys executed by Pledgor) to be held subject Default is waived or cured to the terms satisfaction of this 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). If such Default remains uncured and becomes an Event of Default, any such distributions will be applied by Secured Party as provided in the Restated Lease Agreement;. (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, as applicable, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Debtor with respect thereto 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 Collateral and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation, partnership or other business entity issuing any of such Collateral or upon the exercise by the Pledged Entities or Secured Party of any right, privilege or option pertaining to any of the Collateral, and in connection therewith, to deposit and deliver any and all of the 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 responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i4.5(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii4.5(a)(ii) hereof shall ceasebe 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 Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bSection 4.5(b) shall be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.5(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.5(b). The foregoing shall not in accordance with the provisions hereofany way limit Secured Party's power and authority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Lenders which would (x) impair the Collateral or violate any portion thereof provision of this Agreement or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Purchase Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to Except as otherwise provided by the extent limited by this Purchase Agreement, the Credit Agreement or any other Loan Document, each Pledgor such Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Lenders may, without notice to such Debtor, transfer or register in the name of the Lenders or any of their nominees, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Lenders hereunder, and the Lenders or their nominees may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Lenders were the absolute owners thereof, including, without limitation, the right to exchange, at their discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Lenders of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer lender, registrar or other designated agency upon such terms and conditions as the Lenders may determine, all without liability except to account for property actually received by it, but the Lenders shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Lenders shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of such Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.12(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.12(a)(ii) hereof shall ceasebe 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 Administrative Agent the Lenders which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Subsection 4.12(b) shall be received in trust for the benefit of the Secured PartiesLenders, who shall have be segregated from other funds of such Debtor and shall be forthwith paid over to the sole Lenders as Collateral in the same form as so received (with any necessary endorsement). (iv) Each Debtor shall execute and exclusive right deliver (or cause to be executed and authority delivered) to the Lenders all such proxies and other instruments as the Lenders may reasonably request for the purpose of enabling the Lenders to exercise such the voting and/or and other consensual rights which they are entitled to exercise pursuant to this Subsection 4.12(b) and powers and/or to receive the dividends, interest and other distributions which they are entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this Subsection 4.12(b). The foregoing shall not in any way limit the provisions Lenders’ power and authority granted pursuant to Section 5.1 of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofAgreement.

Voting Rights; Distributions; etc. (a) So long as no Event of Default (as defined in the Note) in any of the Pledge Obligations shall have occurred and be continuing: (i) Each , the Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement or the Note or any other document or instrument relating to the transactions contemplated hereby and thereby, and the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to this Section 6(a); provided, however, that no vote the Pledgor shall be cast not exercise or refrain from exercising any such right exercised or other action taken which would (x) impair if, in the Collateral or any portion thereof or the rights and remedies judgment of the Administrative Agent under the Loan DocumentsPledgee, or (y) have or would reasonably be expected to such action could have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests value of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result thereof; and provided, further, that the Pledgor shall give the Pledgee at least five (5) days' written notice of any merger, consolidation, acquisitionthe manner in which he intends to exercise, or other exchange of assets to which the reasons for refraining from exercising, any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;such right. (b) Upon the occurrence and during the continuance of an any Event of Default, all rights of each the Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which he would otherwise be entitled to exercise pursuant to Section 4(a)(i6(a) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartiesPledgee, who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant except to the provisions extent the exercise of this paragraph (b) shall be retained such rights is prohibited by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofapplicable law.

Voting Rights; Distributions; etc. (a) So long as no Event of Default Default, as defined in the Credit Agreement, shall have occurred and be continuing: (i) Each the Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof which would be inconsistent with or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each the Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by the Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each any Pledgor to exercise the voting and/or other consensual rights and powers that such Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that such Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. (a1) So long as no Event of Default shall have occurred and be continuing: continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) Each Pledgor or (ii) of this subparagraph): (1) Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Agent which would (x) impair the Collateral or violate any portion thereof provision of this Agreement or the rights and remedies of Credit Agreement; and (2) Except as otherwise provided by the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Credit Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b2) Upon the occurrence and during the continuance of an Event of Default: (1) the Agent may, without notice to Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Lenders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (2) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.14(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.14(a)(ii) hereof shall ceasebe 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 Administrative the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (3) All dividends, interest and other distributions which are received by Debtor contrary to the provisions of this Subsection 4.14(b) shall be received in trust for the benefit of the Secured PartiesAgent, who shall have be segregated from other funds of Debtor and shall be forthwith paid over to the sole Agent as Collateral in the same form as so received (with any necessary endorsement). (4) Debtor shall execute and exclusive right deliver (or cause to be executed and authority delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.14(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) Subsection 4.14(b). The foregoing shall be retained by Administrative Agent as additional Collateral hereunder not in any way limit Lender’s power and be applied in accordance with the provisions hereofauthority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Event of Default Default, as defined in the Credit Agreement, shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. (a) So long as no Event of Default (and the expiration of any cure period related thereto) shall have occurred and be continuing: (ia) Each Pledgor the Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent Trustee under the Loan Collateral Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement Indenture or any other Loan Collateral Document,; and (iib) except to the extent limited by this Agreement, the Credit Agreement Indenture or any other Loan Collateral Document, each Pledgor the Grantor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities Future Gladstone Funds or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity Future Gladstone Fund may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), ) shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) hereunder; Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor the Grantor to exercise the voting and/or other consensual rights and powers that Pledgor the Grantor is entitled to exercise pursuant to Section 4(a)(iclause (a) hereof and/or to receive the payments that Pledgor the Grantor is authorized to receive and retain pursuant to Section 4(a)(iiclause (b) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent the Trustee for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such paymentsHolders; provided, that nothing herein shall obligate Administrative Agent the Trustee to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agentthe Trustee’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. (a) So long as no Event of Default Subject to Section 5.2(b), each Pledgor shall have occurred and be continuingentitled: (i) Each Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Securities Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not prohibited by the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,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 materially and adversely affect the value of the Securities Collateral; provided, further, for the avoidance of doubt, that nothing in this clause is intended to suggest that absent this provision a Pledgor of ULC Shares would not have all rights described herein; and (ii) except 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 limited not prohibited by this Agreement, the provisions of the Credit Agreement or any other Loan DocumentAgreement; provided, each Pledgor shall be entitled to receive and retain however, that, unless constituting an Excluded Perfection Action, any and all cash dividends such Distributions consisting of rights or cash distributions payable on interests in the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns form of capital, certificated securities (other than Excluded Property) or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for Intercompany Notes shall be forthwith delivered to the Collateral or any part thereof or Agent to hold as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, Collateral and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder andshall, 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 30 days (or such longer period as the Collateral Agent may approve in its sole discretion) after receipt thereof) delivered to Administrative the Collateral Agent as Pledged Collateral in the same form as so received (accompanied by proper instruments with any necessary endorsement); provided, further, for the avoidance of assignment and/or powers doubt, that nothing in this clause is intended to suggest that absent this provision a Pledgor of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;ULC Shares would not have all rights described herein. (b) Upon the occurrence and during the continuance of an any Event of Default, at the election of the Collateral Agent upon written notice to Borrower on behalf of the Pledgors: (i) except in the case of ULC Shares, all rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in Administrative the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights (unless the Collateral Agent has, in its discretion, permitted such Pledgor to exercise such rights) until the cure or waiver of all Events of Default, at which time all such rights automatically shall revert to such Pledgor, subject to revesting in the event a subsequent Event of Default shall occur and be continuing; and (ii) except in the case of ULC Shares, 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 until the cure or waiver of all Events of Default, at which time all such rights automatically shall revert to such Pledgor, subject to revesting in the event a subsequent Event of Default shall occur and be continuing. (c) Each Pledgor shall, at its sole cost and expense, at any time that an Event of Default shall have occurred and be continuing, 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) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof. (d) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof (i) shall be received in trust for the benefit of the Secured Parties, who Collateral Agent and (ii) shall have the sole be segregated from other funds of such Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property immediately be paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Collateral Agent as additional Pledged Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default (and the expiration of any cure period related thereto), as defined in the Credit Agreement, shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. in Respect of Investment Property. (a) So long as no Event of Default shall have occurred and be continuing: exists (i) Each Pledgor each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers, and powers relating or notifications in respect of any securities) pertaining to the Collateral its Investment Property or any part thereof, ; provided, however, that without the prior written consent of the Agent and the Majority Lenders, no vote shall be cast or right exercised consent, waiver, or other ratification given or action taken which would (xA) impair the Collateral be inconsistent with or violate any portion thereof or the rights and remedies provision of the Administrative Agent under the Loan DocumentsCredit Agreement, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, Document or (B) amend, modify, or waive any material term, provision, or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document or other agreement relating to, evidencing, providing for the issuance of, or securing any such Investment Property, in any manner that would impair such Investment Property, the transferability thereof, or the Agent's Liens therein, and (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Grantor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification any of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral such Investment Property (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received unless otherwise required by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;). (b) Upon During the occurrence and during the continuance existence of an Event of Default, (i) the Agent may, without notice to any Grantor or any other Person obligated for payment of all or any part of the Secured Obligations, transfer or register in the name of the Agent or any of its nominees, for the benefit of the Agent and the Lenders, any or all of the Collateral consisting of Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies, and claims of any Grantor with respect thereto (as used in this Section 2.25 collectively, the "Pledged Collateral") held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to the applicable Grantor, 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 each Pledgor 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 the Agent 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 the Agent shall have no duty to exercise any of the aforesaid rights, privileges, or options, and the Agent shall not be responsible for any failure to do so or delay in so doing, (ii) after the Agent's giving of the notice specified in clause (i) of this Section 2.25(b), all rights of any Grantor to exercise the voting and/or and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (i) of Section 2.25(a) and to receive the dividends, interest, and other distributions which it would otherwise be authorized to receive and retain thereunder 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 the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and powers that Pledgor to receive and hold as Pledged Collateral such dividends, interest, and other distributions, (iii) all dividends, interest, and other distributions which are received by any Grantor contrary to the provisions of this Section 2.25(b) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement), and (iv) each Grantor shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4(a)(i2.25(b) hereof and/or and to receive the payments that Pledgor dividends, interest, and other distributions which it is authorized entitled to receive and retain pursuant to this Section 4(a)(ii) hereof 2.25(b). The foregoing shall cease, and all such rights shall thereupon become vested not in Administrative Agent for any way limit the benefit of the Secured Parties, who shall have the sole and exclusive right Agent's power and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent granted pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofSection 2.16.

Voting Rights; Distributions; etc. (ai) So long as no Event of Default shall have occurred and be continuing: (ia) Each Pledgor Debtors shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or (including, without limitation, the right to give consents, waivers pertaining to any of the Pledged Collateral or any part thereof, ; provided, however, that without the prior written consent of the Secured Parties, no vote shall be cast or right exercised consent, waiver or other ratification given or action taken which would (x) impair the Collateral be inconsistent with or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document,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 (iib) except to the extent limited by this AgreementUnless a Default or an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtors shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the Collateral. During the continuance of any Default, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, interest or other distributions made on (whether in cash, securities, property or in respect otherwise) received by either of the Collateral, whether resulting from a subdivision, combination, or reclassification Debtors with respect to any Pledged Collateral shall be held by such Debtor in trust for the benefit of the outstanding ownership units or other interests Secured Parties and, upon the request of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise)Secured Parties, shall be and become part delivered promptly to Secured Parties to hold as Collateral or shall be applied by Secured Parties toward payment of the Collateral pledged hereunder andObligations, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject as Secured Parties may in its discretion determine. If such Default is waived or cured to the terms satisfaction of this the Secured Parties, any such distributions shall be returned promptly to Debtors (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 Parties as provided in the 2011 Loan Agreement;. (bii) Upon the occurrence and during the continuance of an Event of Default: (a) Secured Parties may, without notice to Debtors, transfer or register in the name of Secured Parties or any of their nominees any or all of the Collateral described in Section 2(b) or Section 2(c), the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Debtors with respect thereto (collectively, the “Pledged Collateral”) held by Secured Parties hereunder, and Secured Parties or their nominee may thereafter, after delivery of notice to Debtors, 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 each Pledgor 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 their 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 Parties shall have no duty to exercise any of the aforesaid rights, privileges or options, and Secured Parties shall not be responsible for any failure to do so or delay in so doing. (b) All rights of either of the Debtors to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(isubsection 5(o)(i)(a) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iisubsection 5(o)(i)(b) hereof shall ceasebe suspended until such Default or Event of Default (as applicable) shall no longer exist, and all such rights shall, until such Default or Event of Default (as applicable) shall no longer exist, thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who Parties which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (c) All dividends, interest and other distributions which are received by Administrative Agent pursuant either of the Debtors contrary to the provisions of this paragraph (bsubsection 5(o)(ii)(c) shall be retained by Administrative Agent received in trust for the benefit of Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to Secured Parties as additional Collateral hereunder in the same form as so received (with any necessary endorsement). (d) Debtors shall execute and deliver (or cause to be applied executed and delivered) to Secured Parties all such proxies and other instruments as Secured Parties may reasonably request for the purpose of enabling Secured Parties to exercise the voting and other rights which they are entitled to exercise pursuant to this subsection 5(o)(ii)(d) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this subsection 5(o)(ii). The foregoing shall not in accordance with the provisions hereofany way limit power and authority granted to Secured Parties pursuant to Section 5.

Voting Rights; Distributions; etc. (a) So long as no Event of Default under any of the Obligations Documents shall have occurred and be continuing:, (i) Each Pledgor shall be entitled to exercise any and all voting and/or voting, consent, managerial, election and other consensual rights relating to the Pledged Collateral and powers relating exercise all rights of conversion, exchange or any other rights, privileges or options pertaining to the Pledged Collateral for any purpose not inconsistent with the terms of this Agreement or any part thereof, the Participation Agreement; provided, however, that no vote Pledgor shall be cast not exercise or refrain from exercising -------- ------- any such right exercised if such action or other action taken which inaction would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral or any material part thereof or (zy) result in subject or have the effect of subjecting Lessee to bankruptcy or similar proceedings which could entitle Lessee to relief of any violation nature from the claims of the provisions of this Agreement, the Credit Agreement or any other Loan Document,its creditors; (ii) except Lessor shall execute and deliver (or cause to be executed and delivered) to Pledgor all such instruments and certificates as Pledgor may reasonably request for the extent limited by this Agreement, purpose of enabling Pledgor to exercise the Credit Agreement or any voting and other Loan Document, each rights which it is entitled to exercise pursuant to Section 2.7(a) (i) and to receive the Distributions it is authorized to receive and retain pursuant to Section 2.7(b)(ii); (iii) Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or Distributions paid in respect of the CollateralPledged Collateral to the extent such Distributions are permitted by the Participation Agreement and any other Transaction Document and subject to the provisions thereof; provided, whether resulting from a subdivisionhowever, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and --------- ------- that any and all cash and other property received (other than cash), and otherwise distributed in redemption of respect of, or in exchange for any Collateral (either upon call for redemption or otherwise)for, the Pledged Collateral, shall be and become part of the shall be forthwith delivered to Lessor to hold as, Pledged Collateral pledged hereunder andand shall, if received by Pledgor, shall be received in trust for the benefit of Lessor, be segregated from the other property or funds of Pledgor, and be forthwith be delivered to Administrative Agent Lessor in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;with any necessary endorsement); and (b) Upon the occurrence and during the continuance of If an Event of DefaultDefault of Pledgor or Lessee under any of the Obligations Documents shall have occurred and be continuing, (i) Lessor may register the Pledged Shares, or any of them, in the name of Lessor or its nominee as pledgee, or otherwise take such action as Lessor shall in its sole discretion deem necessary or desirable with respect to the Pledged Collateral, and Lessor or its nominee may thereafter, in its sole discretion, without notice, exercise all voting, consent, managerial and other rights relating to the Pledged Collateral and exercise any and all rights of each 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 sole discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of Pledgor or Lessee, all without liability except to account for property actually received by it, but Lessor shall have no duty to exercise any of the voting and/or other consensual aforesaid rights privileges or options and powers that shall not be responsible for any failure to do so or delay in so doing; and (ii) All rights of Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is Distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii2.7(a) hereof (iii) shall cease, and all such rights shall thereupon become vested in Administrative Agent Lessor who shall thereupon have the sole right to such Distributions as additional security hereunder for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretionLessor. Any and all money and other property paid over to or All Distributions which are received by Administrative Agent pursuant Pledgor contrary to the provisions of this paragraph Section 2.7(b) (bii) shall be retained by Administrative received in trust for the benefit of Lessor, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Disbursement Agent in the same form as additional Collateral hereunder and be applied in accordance so received (with the provisions hereofany necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Collateral Agent which would (x) impair the Collateral or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document,Financing Agreement; and (ii) except to the extent limited by Except as otherwise provided in this Agreement, the Credit Agreement or any of the other Loan DocumentFinancing Agreements, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions and interest paid in propertyrespect to any of the Pledged Shares; provided, returns however, that in the case of capital, any Non-Specified Assets distributed to or other distributions made on for the account of such Debtor or in respect of the CollateralNon-Specified Interest, whether resulting from a subdivisionsuch Dealer Agreements, combinationAdvances to Dealers, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash Leases and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), Non-Specified Assets shall be and immediately become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of Lien established by this Agreement;, and the applicable terms and conditions hereof, without the requirement of any additional action on the part of Collateral Agent or the Benefited Parties. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Collateral Agent may, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, (without notice to the Debtors), transfer or register in the name of the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Lenders, the Noteholders and the Future Debt Holders, any or all of the Pledged Shares, and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, after delivery of notice to the applicable Debtor, exercise all voting and corporate or similar rights at any meeting of any corporation or other entity issuing any of the Pledged Shares, and any and all rights of each Pledgor conversion, exchange, subscription, distribution or any other rights, privileges or options pertaining to any of the Pledged Shares (including without limitation the right to direct the Titling Subsidiary to distribute all or any portion of the Non-Specified Assets to or for the account of such Debtor) as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation or other entity issuing any of such Pledged Shares, or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtors to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.14(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.14(a)(ii) hereof shall ceasebe 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 Administrative the Collateral Agent which shall thereupon have the sole right, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares, as the case may be, such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtors contrary to the provisions of this Subsection 4.14(b) (including, without limitation, any Non-Specified Assets received in respect of the Non-Specified Interest) shall be received in trust for the benefit of the Secured PartiesCollateral Agent, who shall have be segregated from other funds and property of the sole Debtors and exclusive right shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtors shall execute and authority deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.14(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; providedpursuant to this Subsection 4.14(b). The foregoing shall not in any way limit the Collateral Agent's power and authority granted pursuant to Section 5.1. (v) Upon notice from the Collateral Agent, that nothing herein given, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, the applicable Debtor shall obligate Administrative Agent cause the Titling Subsidiary to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over transfer to or received by Administrative for the account of such Debtor all or such portion of the Non-Specified Assets as the Collateral Agent pursuant shall specify (subject to the provisions direction or concurrence of this paragraph the Majority Benefited Parties, as aforesaid), and to deliver all documents or instruments evidencing the same to or for the account of such Debtor, as so directed, accompanied by such instruments of transfer as necessary or appropriate to effectuate such transfer (bas Collateral Agent shall direct), duly executed by the Titling Subsidiary. (vi) All rights of the applicable Debtor to designate or redesignate any Non-Specified Assets as Specified Assets and to create any additional Specified Interests (or in either case to allow the Titling Subsidiary to do so), shall be retained by Administrative Agent as additional Collateral hereunder suspended and be applied in accordance with the provisions hereofshall remain so suspended until such Event of Default shall no longer exist.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor The Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Agent which would (x) impair the Collateral or violate any portion thereof provision of this Agreement or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Credit Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to Except as otherwise provided by the extent limited by this Credit Agreement, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Agent may, without notice to the Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Banks, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to the Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i4.13(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.13(a)(ii) hereof shall ceasebe 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 Administrative the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtor contrary to the provisions of this Section 4.13(b) shall be received in trust for the benefit of the Secured PartiesAgent, who shall have be segregated from other funds of the sole Debtor and exclusive right shall be forthwith paid over to the Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtor shall execute and authority deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Section 4.13(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein pursuant to this Section 4.13(b). The foregoing shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action not in such regard being solely in Administrative any way limit the Agent’s or Secured Parties’ discretion. Any power and all money and other property paid over to or received by Administrative Agent authority granted pursuant to the provisions Section 5.1 of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofAgreement.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Collateral Agent which would (x) impair the Collateral or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document, Financing Agreement; and (ii) except to the extent limited by Except as otherwise provided in this Agreement, the Credit Agreement or any of the other Loan DocumentFinancing Agreements, each Pledgor Debtor shall be entitled to receive and retain any and 16 <PAGE> all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Collateral Agent may, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, (without notice to the Debtors), transfer or register in the name of the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Lenders and the Future Debt Holders, any or all of the Pledged Shares, and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, after delivery of notice to the applicable Debtor, exercise all voting and corporate or similar rights at any meeting of any corporation or other entity issuing any of the Pledged Shares, and any and all rights of each Pledgor conversion, exchange, subscription, distribution or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation or other entity issuing any of such Pledged Shares, or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtors to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.14(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.14(a)(ii) hereof shall ceasebe 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 Administrative the Collateral Agent which shall thereupon have the sole right, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares, as the case may be, such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtors contrary to the provisions of this Subsection 4.14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds and property of the Debtors and shall be forthwith paid over to the 17 <PAGE> Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtors shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Subsection 4.14(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Subsection 4.14(b). The foregoing shall not in any way limit the Collateral Agent's power and authority granted pursuant to Section 5.1. (c) The Collateral Agent shall establish, for the benefit of the Benefited Parties in the name of the Collateral Agent, a segregated non-interest bearing blocked account (the "Receiving Account") under which CAC South Dakota and the other Debtors shall have no withdrawal or other rights (whether or not a Default or Event of Default has occurred and is continuing), such account being subject to the security interest and lien established by this Agreement. All dividends, distributions and other sums paid (or payable) in respect of CAC South Dakota's partnership interest in CAC Scotland assigned, for collateral purposes, to the Collateral Agent, for and on behalf of the Benefited Parties pursuant to the Assignation, shall be received and held by Collateral Agent for the benefit of the Secured Benefited Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative thereafter promptly deposited by Collateral Agent to exercise the Receiving Account established under this clause (c). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly transfer all such voting and/or other consensual rightssums on deposit in the Receiving Account to another account, as specified from time to time in writing by CAC South Dakota. Upon the occurrence and during the continuance of any Default or Event of Default, all such action sums on deposit in such regard being solely the Receiving Account shall be retained in Administrative Agent’s or Secured Parties’ discretionthe Receiving Account for disposition in accordance with this Agreement. Any and Furthermore, CAC South Dakota shall cause all money dividends, distributions and other property sums paid over (or payable) in respect of its partnership interest in CAC Scotland assigned for collateral purposes, to or received by Administrative Agent the Collateral Agent, for and on behalf of the Benefited Parties pursuant to the provisions of this paragraph (b) shall Assignation, to be retained paid directly by Administrative CAC Scotland to the Collateral Agent as additional Collateral hereunder and be applied in accordance with the provisions terms of the Assignation, and shall cause any such dividends, distributions or other sums received by any other Person, including without limitation any Debtor, to be promptly delivered and paid over to the Collateral Agent for disposition according to the terms hereof.

Voting Rights; Distributions; etc. (a) So long Except as no set forth in Section 9(b) below, and otherwise unless and until an Event of Default shall have occurred and be continuing: (i) Each , the Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining inuring to an owner of the Collateral Pledged Interests or any part thereofthereof for any purpose consistent with the terms of this Agreement, the Loan Agreement and the other Loan Documents; provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair encumber the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan DocumentsCollateral, or (y) have or which would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of any provision of the provisions of this Loan Agreement, the Credit this Agreement or any of the other Loan Document,Documents, without Secured Party’s prior written approval, such approval not to be unreasonably withheld, delayed or conditioned. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each The Pledgor shall not be entitled to receive and retain (and the Pledgor hereby irrevocably directs the Company to pay directly to the Secured Party) any and all cash dividends or other distribution of any kind paid on account the Pledged Interests or the Pledgor’s Economic Interests. All non-cash distributions distributions, paid or payable on the Collateralin connection with a partial or total liquidation or dissolution, but any and all equity interests and/or liquidating dividends, distributions in property, returns return of capital, capital surplus or other distributions paid-in surplus, or otherwise, if made on or in respect of the CollateralPledged Interests, whether resulting from a subdivision, combination, combination or reclassification of the outstanding ownership units or other interests of Equity Interests in the Pledged Entities Company or received in exchange for the Collateral Pledged Interests or any part thereof thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any Pledged Entity the Company may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall not be commingled by the Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Party and shall be forthwith be delivered to Administrative Agent the Secured Party in the same form as so received (accompanied with any endorsement deemed necessary by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Secured Party). (bc) Upon the occurrence and during the continuance of an Event of Default, all rights of each the Pledgor to exercise the voting and/or other and consensual rights and powers that Pledgor it is entitled to exercise pursuant to paragraph (a) of this Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof 5 shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartiesParty, who which shall have the sole and exclusive right and authority to exercise such voting and/or other and consensual rights and powers and/or in a manner not inconsistent with the terms of this Agreement, provided that the Secured Party shall have the right (but not the obligation) from time to receive time following and retain such payments; provided, that nothing herein shall obligate Administrative Agent during the continuance of an Event of Default to permit the Pledgor to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

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/or voting, consent, managerial, election and other consensual rights relating to the Pledged Interest and powers relating exercise all rights of conversion, exchange or any other rights, privileges or options pertaining to the Collateral or Pledged Interest for any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,; provided, however, that, the Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would have an adverse effect on the Pledgor’s ability promptly to perform or pay any of its obligations when due hereunder or in accordance with any other Loan Document; (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or Distributions in respect of the Collateral, Pledged Interest (whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result Distribution of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all net cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption flow or otherwise), provided such Distributions are applied by the Pledgor first to the payment of any principal of or interest then due or coming due on the Loan as required under the Credit Agreement; and (iii) the Secured Party shall execute and deliver (or cause to be executed and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgordelivered) to be held subject the Pledgor all such instruments and certificates as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the terms of voting and other rights which it is entitled to exercise pursuant and to receive the Distributions and allocations it is authorized to receive pursuant to this Agreement;Section 2.6(a). (b) Upon the occurrence and during the continuance of an Event of Default: (i) the Secured Party may take such action as the Secured Party shall in its sole discretion deem necessary or desirable with respect to the Pledged Interest, and the Secured Party or its nominee may thereafter, in its sole discretion, without notice, exercise all voting, consent, managerial and other rights relating to the Pledged Interest and exercise any and all rights of each conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Interest as if it were the absolute owner thereof, including, without limitation, the right to exchange, at its sole discretion, any and all of the Pledged Interest upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Partnership, all without liability except to account for property actually received by it, but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing; and (ii) all rights of the Pledgor to exercise receive the voting and/or other consensual rights and powers that Pledgor is entitled Distributions which it would otherwise be authorized to exercise receive pursuant to Section 4(a)(i2.6(a)(ii) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent the Secured Party who shall thereupon have the sole right to such Distributions as additional security hereunder. All Distributions which are received by the Pledgor contrary to the provisions of this Section 2.6(b)(ii) shall be received in trust for the benefit of the Secured PartiesParty, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be promptly paid over to or the Secured Party in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany 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/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (xA) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (yB) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (zC) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

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/or and other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast thereof for any purpose not inconsistent with the terms or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreementpurposes hereof, the Credit Agreement or any other Loan Document,; provided, however, that (i) Pledgor shall not in any event exercise such rights in any manner which would materially impair the Collateral or which would, in the Administrative Agent’s reasonable judgment, be expected to have a Material Adverse Effect, (ii) without the prior written consent of the Administrative Agent, Pledgor shall not (x) vote to enable, or take any other action to permit, any issuer of Pledged Interests to issue any additional Equity Interests or issue any Equity Interests that are convertible into, or grant the right to purchase or exchange such Equity Interests for, any other Equity Interests (except pursuant to a transaction expressly permitted by the Credit Agreement), (y) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction expressly permitted by the Credit Agreement), (z) create, incur or permit to exist any Lien (other than Liens permitted under the Credit Agreement) or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, (iii) Pledgor shall not enter into any agreement or undertaking restricting the right or ability of Pledgor or the Administrative Agent to sell, assign or transfer any of the Collateral thereof except as permitted by the Credit Agreement. (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain retain, and to utilize, distribute and/or contribute any and all cash dividends or cash distributions payable on the CollateralDistributions, but only if and to the extent permitted by and made in accordance with the provisions of the Credit Agreement; provided, however, that any and all equity such Distributions consisting of rights or interests and/or liquidating dividends, distributions in property, returns the form of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), securities shall be delivered to the Administrative Agent to hold as Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgor, shall forthwith be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of Pledgor and be delivered to the Administrative Agent within ten (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor10) Business Days after receipt to hold as Collateral in the same form as so received (with any necessary endorsement). Notwithstanding the foregoing, Pledgor shall not be held subject required to pay over to the terms Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of this any liquidation or dissolution of the issuer of any Pledged Interests, or any distribution of capital or property in respect of any Pledged Interests, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the relevant issuer of Pledged Interests, would be permitted by the Credit Agreement and (ii) the proceeds thereof are applied toward prepayment of the Loans and other Secured Obligations to the extent required by the Credit Agreement;. (b) So long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall be deemed without further action or formality to have granted to Pledgor all necessary consents relating to voting rights and shall, upon written request of Pledgor and at the sole cost and expense of Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to Pledgor all such instruments as Pledgor may reasonably request in order to permit Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to 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 an any Event of DefaultDefault for which Administrative Agent has given Pledgor notice, but subject in all instances to Borrower’s and the REIT’ rights set forth in Section 6.06(b) of the Credit Agreement: (i) All rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of 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 Administrative Agent, which shall thereupon have the sole right to receive and hold as Collateral such Distributions. (d) Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate instruments as the Administrative Agent may reasonably request in order to permit the 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 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 Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any , shall be segregated from other funds of Pledgor and all money and other property shall immediately be paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining inuring to an owner of the Collateral Series D Interests or any part thereofthereof for any purpose consistent with the terms of this Pledge and the other Financing Documents, provided, however, that no vote shall Borrower will not be cast or entitled to exercise any such right exercised or other action taken which would (x) impair if the Collateral or any portion result thereof or could reasonably be expected to materially and adversely affect the rights and remedies of the Administrative Agent Lender under the Loan Documents, Financing Documents or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation ability of the provisions of this Agreement, Lender to exercise the Credit Agreement or any other Loan Document,same. (ii) except Lender shall execute and deliver to the extent limited by this AgreementBorrower, or cause to be executed and delivered to the Credit Agreement or Borrowers, any proxies, powers of attorney and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and/or consensual rights and powers he is entitled to exercise pursuant to subparagraph (i) above and to receive the cash distributions he is entitled to receive pursuant to subparagraph (iii) below. (iii) Subject to any other Loan Documentprovisions of the Financing Documents with respect to mandatory prepayments of the Loan, each Pledgor Borrower shall be entitled to receive and retain any and all cash dividends distributions paid in respect of such Series D Interests or any other component of the Collateral to the extent and only to the extent that such cash distributions payable on the Collateralare permitted by applicable laws., but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other All noncash distributions made on or in respect of the Series D Interests or any other component of the Collateral, whether resulting from a subdivision, combination, combination or reclassification of the outstanding ownership units or other interests of the Pledged Entities issuer of any Series D Interests or received in exchange for the Collateral Series D Interests or any part thereof thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any Pledged Entity such issuer may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder Collateral, and, if received by PledgorBorrower, shall not be commingled by Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of Lender and shall be forthwith be delivered to Administrative Agent Lender in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgorwith any necessary endorsement) to be held subject by the Lender pursuant to the terms of this Agreement;hereof. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault and the receipt of notice from Lender with respect to the rights set forth above, all rights of each Pledgor Borrower to exercise the voting and/or other consensual rights and powers distributions that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor Borrower is authorized to receive and retain pursuant to Section 4(a)(ii5(a)(iii) hereof above shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartiesLender, who which shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provideddistributions. All distributions received by Borrower contrary to the provisions of this Section 5 shall be held in trust for the benefit of Lender, that nothing herein shall obligate Administrative Agent be segregated from other property or funds of Borrower and shall be forthwith delivered to exercise such voting and/or other consensual rights, all such action Lender upon demand in such regard being solely in Administrative Agent’s or Secured Parties’ discretionthe same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by Administrative Agent Lender pursuant to the provisions of this paragraph (bSection 5(b) shall be retained by Administrative Agent as additional Collateral hereunder Lender in an account to be established by Lender upon receipt of such money or other property and shall be applied in accordance with to the provisions hereofObligations.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor The Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided; however, that without the prior written consent of the Secured Party, no 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 (y) amend, modify or waive any term, provision or condition of the certificate of incorporation, by-laws, certificate of formation or other charter document or other agreement relating to, evidencing, providing for the issuance of or securing any Collateral; and provided further that the Debtor shall give the 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect to any of the Collateral; PROVIDED, but HOWEVER, that any and all equity interests and/or liquidating all (A) dividends, interest or other distributions paid or payable other than in propertycash in respect of, returns and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (B) dividends, interest or other distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (C) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to the Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgorthe Debtor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Debtor and be forthwith delivered to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in CLAUSES (ii)(A)-(C) above) received by the Secured Party in respect of any Pledged Collateral shall be either (1) promptly released to the Debtor, so long as no Default shall have occurred and be continuing or (2) if any Default shall have occurred and be continuing, held by the Secured Party and applied to the Obligations. During the continuance of any Default, any dividends, interest or other distributions (whether in cash, securities, property or otherwise) received by the Debtor with respect to any Pledged Collateral shall be held by the Debtor in trust for the benefit of the Secured Party and, upon the request of the Secured Party, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject promptly to the terms Secured Party to hold as Collateral. If such Default is waived or cured to the satisfaction of this Agreement;the Secured Party, any such distributions (except those of the types described in CLAUSES (ii)(A)-(C) above) shall be returned promptly to the Debtor (provided that no other Default exists). (b) Upon the occurrence and during the continuance of an Event a Default: (i) The Secured Party may, without notice to the Debtor, transfer or register in the name of Defaultthe Secured Party or any of its nominees any or all of the Collateral described in SECTION 2.01(k) through (m) of this Agreement, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of the Debtor with respect thereto (collectively, the "PLEDGED COLLATERAL") held by the Secured Party hereunder, and the Secured Party or its nominee may thereafter, after delivery of notice to the 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 each Pledgor 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 the 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 the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSUBSECTION 4.16(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSUBSECTION 4.16(a)(ii) hereof shall ceasebe suspended until such Default shall no longer exist, and all such rights shall, until such Default shall no longer exist, thereupon become vested in Administrative Agent the Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtor contrary to the provisions of this SUBSECTION 4.16(b) shall be received in trust for the benefit of the Secured PartiesParty, who shall have be segregated from other funds of the sole Debtor and exclusive right shall be forthwith paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtor shall execute and authority deliver (or cause to be executed and delivered) to the Secured Party all such proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this SUBSECTION 4.16(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this SUBSECTION 4.16(b). The foregoing shall not in any way limit the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder Secured Party's power and be applied in accordance with the provisions hereofauthority granted pursuant to SECTION 5.01.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Security Collateral of each Grantor or any part thereof, thereof for any purpose; provided, however, that no vote shall be cast such Grantor will not exercise or refrain from exercising any such right exercised or other if such action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation value of the provisions of this Agreement, the Credit Agreement or any other Loan Document,Security Collateral taken as a whole. (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Each Grantor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or interest and other distributions made on or paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the outstanding ownership units Loan Documents; provided, however, that any and all (A) dividends, interest and other distributions paid or payable other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other non-cash property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any Security Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Security 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 (either upon call for C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or otherwise)in exchange for, any Pledged Equity, except to the extent paid, payable or otherwise distributed in connection with a sale, lease, transfer or other disposition permitted under Section 5.02(e) of the Credit Agreement, shall be, and shall be and become part of forthwith delivered to the Collateral pledged hereunder andAgent to hold as, Security Collateral and shall, if received by Pledgorsuch Grantor, shall 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 be delivered to Administrative the Collateral Agent as Security Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with any necessary indorsement). (iii) The Collateral Agent will execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the terms of this Agreement;voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, all : (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i14(a)(i) hereof and/or shall, upon notice to such Grantor by the Collateral Agent, cease and (y) to receive the payments dividends, interest and other distributions that Pledgor is it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii14(a)(ii) hereof shall automatically cease, and all such rights shall thereupon become vested in Administrative Agent the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Secured PartiesCollateral Agent, who shall have the sole be segregated from other funds of such Grantor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Collateral Agent as additional Security Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany necessary indorsement).

Voting Rights; Distributions; etc. (a) So long as no Event in Respect of Default shall have occurred and be continuing:Investment Property Collateral. (i) Each Pledgor Unless an Event of Default exists and subject to each Intercreditor Agreement (if any), (A) each Grantor shall be entitled to exercise any and all voting and/or and other consensual rights (including, the right to give consents, waivers, and powers relating or notifications in respect of any securities) pertaining to the its Investment Property Collateral or any part thereof, ; provided, however, that without the prior written consent of the Collateral Agent and the Trustee obtained in accordance with the Indenture, no vote shall be cast or right exercised consent, waiver, or other ratification given or action taken which would (x) amend, modify, or waive any term, provision, or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document or other agreement relating to, evidencing or providing for the issuance of any such Investment Property Collateral, in any manner that would materially impair such Investment Property Collateral, the transferability thereof, or the Collateral or any portion thereof or the rights Agent’s Liens therein, and remedies of the Administrative Agent under the Loan Documents, or (yB) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Grantor shall be entitled to receive and retain any and all cash dividends or dividends, interest paid and other cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification any of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any such Investment Property Collateral (either upon call for redemption or otherwiseunless otherwise required by the Indenture), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;. (bii) Upon During the occurrence and during the continuance existence of an Event of Default, subject to each Intercreditor Agreement (if any) and the rights of any applicable ABL Collateral Agent and any ABL Secured Parties thereunder, after delivery of notice to the applicable Grantor, (A) the Collateral Agent may exercise all voting and corporate rights at any meeting of any corporation, partnership, or other business entity issuing any of the Investment Property Collateral and the proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and any and all rights of each Pledgor conversion, exchange, subscription, or any other rights, privileges, or options pertaining to any of the Investment Property Collateral as if it were the absolute owner thereof, including, the right to exchange at its discretion any and all of the Investment Property Collateral upon the merger, consolidation, reorganization, recapitalization, or other readjustment of any Investment Property Issuer or upon the exercise by any such issuer or the Collateral Agent of any right, privilege, or option pertaining to any of the Investment Property Collateral, and in connection therewith, to deposit and deliver any and all of the Investment Property 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 the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges, or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing, (B) all rights of any Grantor to exercise the voting and/or and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4.5(b)(i) and to receive the dividends, interest, and other distributions which it would otherwise be authorized to receive and retain thereunder shall be suspended until such Event of Default shall no longer exist or as the Collateral Agent shall otherwise specify, and all such rights shall, until such Event of Default shall no longer exist or as the Collateral Agent shall otherwise specify, thereupon become vested in the Collateral Agent which shall thereupon have the sole right, but no duty, to exercise such voting and other consensual rights and powers to receive and hold as Investment Property Collateral such dividends, interest, and other distributions, (C) all dividends, interest, and other distributions which are received by any Grantor contrary to the provisions of this Section 4.5(b)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement), and (D) each Grantor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as are necessary or that Pledgor the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4(a)(i4.5(b)(ii) hereof and/or and to receive the payments that Pledgor dividends, interest, and other distributions which it is authorized entitled to receive and retain pursuant to this Section 4(a)(ii) hereof 4.5(b)(ii). The foregoing shall cease, not in any way limit the Collateral Agent’s power and authority granted pursuant to Section 7.4. After all such rights shall thereupon become vested in Administrative Agent for Events of Default have been cured or waived and the benefit of the Secured Parties, who applicable Grantor shall have delivered to the sole and exclusive right and authority Collateral Agent certificates to exercise that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends or other distributions that such voting and/or other consensual rights and powers and/or Grantor would otherwise be permitted to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions terms of this paragraph (bSection 4.5(b)(i) shall be retained by Administrative Agent as additional Collateral hereunder above and be applied that remain in accordance with the provisions hereofsuch account.

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/or and other consensual membership rights with respect to any Pledged Collateral, including any securities pledged in substitution therefor or in addition thereto for any purpose, and powers relating or pertaining to in any manner, not inconsistent with the Collateral terms of this Agreement or any part thereof, other Financing Document; provided, however, that no vote shall be cast or right exercised any consent, waiver or other ratification given or any action taken which would (x) impair the Collateral violate or be inconsistent with any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement Agreements or another Financing Document, and provided, further, that, that Pledgor shall not exercise, or refrain from exercising, any such voting and other Loan Document, (ii) except rights if it could reasonably be 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 the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral Agent (or any part thereof or as thereof). Upon Pledgor's receipt of a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received notice in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of accordance with the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms first sentence of this Agreement; (b) Upon the occurrence Section 8, and during the continuance of an Event of Default, all such rights of each Pledgor to exercise the voting and/or other consensual rights vote and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive give consents, waivers and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) ratifications shall be retained exercisable solely by Administrative the Collateral Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofSection 9.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor The Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided; however, that without the prior written consent of the Secured Party, no 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 Transaction Document or (y) amend, modify or waive any term, provision or condition of the certificate of incorporation, by-laws, certificate of formation or other charter document or other agreement relating to, evidencing, providing for the issuance of or securing any Collateral; and provided further that the Debtor shall give the 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect to any of the CollateralCollateral to the extent, but if any, permitted by the Purchase Agreement; provided, however, that any and all equity interests and/or liquidating all (A) dividends, interest or other distributions paid or payable in propertyviolation of the Purchase Agreement, (B) dividends, returns interest or other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (C) dividends, interest or other distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to a Collateral Agent to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgorthe Debtor, be received in trust for the benefit of the Creditors, be segregated from the other property or funds of the Debtor and be forthwith delivered to a Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii) (A)-(D) above) received by the Secured Party in respect of any Pledged Collateral shall be either (1) promptly released to the Debtor, so long as no Event of Default shall have occurred and be continuing or (2) if any Event of Default shall have occurred and be continuing, delivered over to a Collateral Agent and applied to the Obligations. During the continuance of any Event of Default, any dividends, interest or other distributions (whether in cash, securities, property or otherwise) received by the Debtor with respect to any Pledged Collateral shall be held by the Debtor in trust for the benefit of the Creditors and, upon the request of the Secured Party, shall forthwith be delivered promptly to Administrative a Collateral Agent (accompanied by proper instruments to hold as Collateral. If such Event of assignment and/or powers of attorneys executed by Pledgor) to be held subject Default is waived or cured to the terms satisfaction of this Agreement;the Secured Party, any such distributions (except those of the types described in clauses (ii)(A)-(D) above) shall be returned promptly to the Debtor (provided that no other Event of Default exists). (b) Upon the occurrence and during the continuance of an a Event of Default: (i) The Secured Party may, without notice to the Debtor, transfer or register, or cause to be transferred or registered, in the name of a Collateral Agent or any of its nominees any or all of the Collateral described in Section 2.01(i) through (m) of this Agreement, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of the Debtor with respect thereto (collectively, the “Pledged Collateral”) held by the Secured Party hereunder, and such Collateral Agent or its nominee may thereafter, after delivery of notice to the 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 each Pledgor 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 the 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 the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.16(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.16(a)(ii) hereof shall ceasebe 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 Administrative Agent the Secured Party which shall thereupon have the right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtor contrary to the provisions of this Subsection 4.13(b) shall be received in trust for the benefit of the Creditors, shall be segregated from other funds of the Debtor and shall be forthwith paid over to a Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtor shall execute and deliver (or cause to be executed and delivered) to a Collateral Agent all such proxies and other instruments as the Secured Parties, who shall have Party may reasonably request for the sole and exclusive right and authority purpose of enabling the Secured Party to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.16(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this Subsection 4.16(b). The foregoing shall not in any way limit the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder Secured Party’s power and be applied in accordance with the provisions hereofauthority granted pursuant to Section 5.01.

Voting Rights; Distributions; etc. (a) So long as no Event of Acceleration Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,Related Document to which the Pledgor is a party; provided, however, that the Pledgor shall give the Pledgee prior written notice whenever the Pledgor shall exercise or refrain from exercising any such voting or other consensual right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each The Pledgor shall be entitled to receive and retain any and all cash income, dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Pledged Collateral; provided, whether resulting from a subdivisionhowever, combinationthat any and all: (A) income, dividends and distributions paid or reclassification of the outstanding ownership units or payable other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any Pledged Collateral; (B) income, dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of contributed capital, capital surplus or paid-in-surplus; and (either upon call for C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or otherwise)in exchange for, any Pledged Collateral, shall be forthwith delivered to the Pledgee to hold as, Pledged Collateral and become part of the Collateral pledged hereunder andshall, if received by the Pledgor, shall be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith be delivered to Administrative Agent the Pledgee as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with all necessary endorsements). (iii) The Pledgee shall execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the terms of this Agreement;voting and other rights which it is entitled to exercise pursuant to clause (i) above and to receive the income, dividends or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Acceleration Default, all : (i) All rights of each the Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i6(a)(i) hereof and/or and to receive the income, dividends and interest payments that Pledgor is which they would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii6(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such income, dividends and interest payments. (ii) All income, dividends and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 6(b) shall be received in trust for the benefit of the Secured PartiesPledgee, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to or the Pledgee as Pledged Collateral in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofall necessary endorsements).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have has occurred and be is continuing: (i) Each , the Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Collateral Membership Interest, or any part thereof, provided, for any purpose not inconsistent with the terms of this Agreement or the other Loan Operative Documents; provided however, that no vote the Pledgor shall not be cast entitled to exercise any voting and/or consensual rights and powers with respect to the following without the prior written consent of the Security Trustee: (i) the winding up, dissolution, liquidation or right exercised or other action taken which would (x) impair reorganization of the Collateral or any portion thereof Company or the rights and remedies composition or readjustment of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,its debts; (ii) the merger or consolidation of the Company with any other Person; (iii) the sale of all or substantially all the assets of the Company; (iv) any amendment to or modification of the LLC Agreement; (v) except as otherwise provided in the Operative Documents, the incurrence of any indebtedness or the creation of any Lien by the Company; (vi) except as otherwise provided in the Operative Documents, the making by the Company of a general assignment for the benefit of creditors; (vii) the commencement by the Company of a voluntary case or other proceeding seeking liquidation, reorganization, winding up or other relief with respect to the extent limited Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or of all or any substantial part of its property; (viii) failing to controvert in a timely and appropriate manner, or acquiescence in writing to, any petition filed against the Company in an involuntary case under applicable bankruptcy or similar law or in any other action or proceeding against it under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or readjustment of its debts; (ix) other than with respect to payments permitted or required by this Agreementthe Operative Documents or to be made by the Security Trustee, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash payment of dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or other than in cash in respect of the Collateral, whether resulting from a subdivision, combination, Membership Interest or reclassification the repurchase or redemption of the outstanding ownership units or other interests Membership Interest; and (x) the taking of the Pledged Entities or received in exchange any action necessary for the Collateral or purpose of effecting any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received actions specified in redemption of or in exchange for any Collateral the foregoing clauses (either upon call for redemption or otherwisei) through (ix), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (bm) Upon The Pledgor shall execute and deliver, or cause to be executed and delivered, to the occurrence and during the continuance of an Event of DefaultSecurity Trustee, as appropriate, all rights such proxies and other instruments as the Security Trustee may request for the purpose of each Pledgor enabling the Security Trustee to exercise all rights and privileges in respect of the Membership Interest and/or the voting and/or other consensual rights and powers that Pledgor which the Security Trustee is entitled to exercise pursuant to this Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof5.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor The Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Collateral Agent which would (x) impair the Collateral or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document,Financing Agreement; and (ii) except to Except as otherwise provided by any of the extent limited by this Agreementother Financing Agreements, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Collateral Agent may, without notice to the Debtor, transfer or register in the name of the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Lenders, the Noteholders and the Future Debt Holders, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, after delivery of notice to the Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.14(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.14(a)(ii) hereof shall ceasebe 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 Administrative the Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtor contrary to the provisions of this Subsection 4.14(b) shall be received in trust for the benefit of the Secured PartiesCollateral Agent, who shall have be segregated from other funds of the sole Debtor and exclusive right shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtor shall execute and authority deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.14(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this Subsection 4.14(b). The foregoing shall not in any way limit the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder Agent's power and be applied in accordance with the provisions hereofauthority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Event of Default Default, as defined in the Credit Agreement, shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof which would be inconsistent with or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities Subsidiaries or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity Subsidiary may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by the Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each either Pledgor to exercise the voting and/or other consensual rights and powers that such Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that such Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

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/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or notifications in respect of any of the Pledged Shares) pertaining to any of the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to the extent limited by this AgreementUnless an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating dividendsall (A) Restricted Payments paid or payable in violation of the terms of the Credit Agreement, (B) Restricted Payments paid or payable other than in cash in respect of, distributions and instruments and other Property received, receivable or otherwise distributed in propertyrespect of, returns or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other Property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii)(A) through (D) above) received by Secured Party in respect of any 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 forthwith be delivered promptly to Administrative Agent (accompanied by proper instruments Secured Party to hold as Collateral, as Secured Party may in its discretion determine. If such Event of assignment and/or powers of attorneys executed by Pledgor) to be held subject Default is waived or cured to the terms satisfaction of this 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). If such Default remains uncured and becomes an Event of Default, any such distributions will be applied by Secured Party as provided in the Credit Agreement;. (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, as applicable, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Debtor with respect thereto 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 Collateral and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation, partnership or other business entity issuing any of such Collateral or upon the exercise by the Borrower or Secured Party of any right, privilege or option pertaining to any of the Collateral, and in connection therewith, to deposit and deliver any and all of the 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 Lender shall be responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i4.5(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii4.5(a)(ii) hereof shall ceasebe 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 Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bSection 4.5(b) shall be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.5(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.5(b). The foregoing shall not in accordance with the provisions hereofany way limit Secured Party's power and authority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Event of Default (as defined in the Notes) with respect to any of the Pledge Obligations shall have occurred and be continuing: (i) Each , the Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement or the Notes or any other document or instrument relating to the transactions contem plated hereby and thereby, and the Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to this Section 6(a); provided, however, that no vote the Pledgor shall be cast not exercise or refrain from exercising any such right exercised or other action taken which would (x) impair if, in the Collateral or any portion thereof or the rights and remedies judgment of the Administrative Agent under the Loan DocumentsPledgee, or (y) have or would reasonably be expected to such action could have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests value of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result thereof; and provided, further, that the Pledgor shall give the Pledgee at least five (5) days' written notice of any merger, consolidation, acquisitionthe manner in which he intends to exercise, or other exchange of assets to which the reasons for refraining from exercising, any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;such right. (b) Upon the occurrence and during the continuance of an any Event of Default, all rights of each the Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which he would otherwise be entitled to exercise pursuant to Section 4(a)(i6(a) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartiesPledgee, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.shall

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Collateral Agent which would (x) impair the Collateral or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any of the other Loan Document,First Lien Credit Documents; and (ii) except to the extent limited by Except as otherwise provided in this Agreement, the Credit Agreement or any of the other Loan DocumentFirst Lien Credit Documents, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Collateral Agent may, at the direction or with the concurrence of the Applicable Authorized Representative as required under the Intercreditor Agreement, (without notice to the Debtors), transfer or register in the name of the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Benefited Parties, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, at the direction or with the concurrence of the Applicable Authorized Representative as required under the Intercreditor Agreement, after delivery of notice to the applicable Debtor, exercise all voting and corporate or similar rights at any meeting of any corporation or other entity issuing any of the Pledged Shares, and any and all rights of each Pledgor conversion, exchange, subscription, distribution or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation or other entity issuing any of such Pledged Shares or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares and, in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtors to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.to

Voting Rights; Distributions; etc. (a) So long as no Default or Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Agent which would (x) impair the Collateral or violate any portion thereof provision of this Agreement or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Credit Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to Except as otherwise provided by the extent limited by this Credit Agreement, the Credit Agreement or any other Loan Document, each Pledgor such Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of a Default or an Event of Default: (i) The Agent may, without notice to such Debtor, transfer or register in the name of the Agent or any of its nominees, for the equal and ratable benefit of the Banks, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer Agent, registrar or other designated agency upon such terms and conditions as the Agent may determine, all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of such Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.12(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.12(a)(ii) hereof shall ceasebe 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 Administrative the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Subsection 4.12(b) shall be received in trust for the benefit of the Secured PartiesAgent, who shall have be segregated from other funds of such Debtor and shall be forthwith paid over to the sole Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) Each Debtor shall execute and exclusive right deliver (or cause to be executed and authority delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.12(b) and powers and/or to receive the dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein pursuant to this Subsection 4.12(b). The foregoing shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action not in such regard being solely in Administrative any way limit the Agent’s or Secured Parties’ discretion. Any power and all money and other property paid over to or received by Administrative Agent authority granted pursuant to the provisions Section 5.1 of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofAgreement.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Lenders which would (x) impair the Collateral or violate any portion thereof provision of this Agreement or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Purchase Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to Except as otherwise provided by the extent limited by this Purchase Agreement, the Credit Agreement or any other Loan Document, each Pledgor such Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Lenders may, without notice to such Debtor, transfer or register in the name of the Lenders or any of their nominees, any or all of the Pledged Shares and the Proceeds thereof (in cash or otherwise) held by the Lenders hereunder, and the Lenders or their nominees may thereafter, after delivery of notice to such Debtor, exercise all voting and corporate rights at any meeting of any corporation issuing any of the Pledged Shares and any and all rights of each Pledgor conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Lenders were the absolute owners thereof, including, without limitation, the right to exchange, at their discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation issuing any of such Pledged Shares or upon the exercise by any such issuer or the Lenders of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer lender, registrar or other designated agency upon such terms and conditions as the Lenders may determine, all without liability except to account for property actually received by it, but the Lenders shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Lenders shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of such Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.12(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.12(a)(ii) hereof shall ceasebe 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 Administrative Agent the Lenders which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by such Debtor contrary to the provisions of this Subsection 4.12(b) shall be received in trust for the benefit of the Secured PartiesLenders, who shall have be segregated from other funds of such Debtor and shall be forthwith paid over to the sole Lenders as Collateral in the same form as so received (with any necessary endorsement). (iv) Each Debtor shall execute and exclusive right deliver (or cause to be executed and authority delivered) to the Lenders all such proxies and other instruments as the Lenders may reasonably request for the purpose of enabling the Lenders to exercise such the voting and/or and other consensual rights which they are entitled to exercise pursuant to this Subsection 4.12(b) and powers and/or to receive the dividends, interest and other distributions which they are entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this Subsection 4.12(b). The foregoing shall not in any way limit the provisions Lenders' power and authority granted pursuant to Section 5.1 of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofAgreement.

Voting Rights; Distributions; etc. IN RESPECT OF THE PLEDGED ------------------------------------------------------------ COLLATERAL. ---------- (a) So long as no Event of Default default shall have occurred hereunder, and be continuingso long as neither the Company nor any other party thereto (other than Secured Party) has failed to make any payment or perform any other covenant, agreement or obligation under the Loan Agreement or the Note, subject to any applicable cure periods contained therein (each, an "Event of Default") then: (i) Each The Pledgor shall be entitled to may exercise any and all voting and/or voting, managerial and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereofthereof for any purpose not inconsistent with the terms of this Agreement, the Loan Agreement or any shareholders' agreement to which Pledgor may be bound; provided, however, that no vote shall be cast the Pledgor will not exercise or right exercised or other refrain from exercising any such right, as the case may be, if such action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or value of any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,Pledged Collateral; (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each The Pledgor shall be entitled to may receive and retain any and all cash dividends distributions or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Pledged Collateral; provided, whether resulting from a subdivisionhowever, combination, that any and all (A) Distributions and interest paid or reclassification of the outstanding ownership units or payable other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption respect of or in exchange for for, any Pledged Collateral, (B) Distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution, and (either upon call for C) Cash paid, payable or otherwise distributed in redemption of, or otherwise)in exchange for, any Pledged Collateral, shall be be, and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied the Secured Party or its designated agent to hold as Pledged Collateral and shall, if received by proper the Pledgor, be received in trust for the benefit of the Secured Party, shall be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to the Secured Party or its designated agent in the exact form received with any necessary endorsement and/or appropriate stock powers or other instruments of assignment and/or powers of attorneys duly executed by Pledgor) in blank, to be held subject to by the terms of this Agreement;Secured Party or its designated agent as Pledged Collateral and as further collateral security for the Obligations. (b) Upon the occurrence and during the continuance of an any Event of Default, all : (i) All rights of each the Pledgor to exercise the voting and/or voting, managerial and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to paragraph (i) of subsection (a) of this Section 4(a)(i) hereof and/or 7, and to receive the distributions and interest payments that Pledgor is it would otherwise be authorized to receive and retain pursuant to paragraph (ii) of subsection (a) of this Section 4(a)(ii) hereof 7, shall cease, and all such rights shall thereupon become vested in Administrative Agent the Secured Party who shall thereupon have the sole right to exercise such voting, managerial and other rights and to receive and hold as Pledged Collateral such distributions and interest payments; and (ii) Without limiting the generality of the foregoing, the Secured Party may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if Secured Party were the absolute owner thereof, including, without limitation the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of the Company, or upon the exercise by the Secured Party of any right, privilege or option pertaining to any Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as such committee, depository, transfer agent, registrar or other designated agent may determine; and (iii) All distributions and interest payments that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 7(b) shall be received in trust for the benefit of the Secured PartiesParty, who shall have be segregated from other funds of the sole Pledgor, and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to the Secured Party or received its designated agent as Pledged Collateral in the exact form received, to be held by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent Secured Party as additional Pledged Collateral hereunder and be applied in accordance with as further collateral security for the provisions hereofObligations.

Voting Rights; Distributions; etc. (a) So long as no Default or Event of Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided, however, that without the prior written consent of Secured Party, no 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Default or an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating dividendsall (A) Restricted Payments paid or payable in violation of Section 9.4 of the Credit Agreement, (B) Restricted Payments paid or payable other than in cash in respect of, distributions and instruments and other property received, receivable or otherwise distributed in propertyrespect of, returns or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii)(A-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 Pledged Collateral shall be held by Debtor in trust for the benefit of Secured Party and, upon the request of Secured Party, shall forthwith be delivered promptly to Administrative Agent (accompanied Secured Party to hold as Collateral or shall be applied by proper instruments Secured Party toward payment of assignment and/or powers of attorneys executed by Pledgor) to be held subject the Obligations, as Secured Party may in its discretion determine. If such Default is waived or cured to the terms satisfaction of this Secured Party, any such distributions (except those of the types described in clauses (ii)(A-D) above) 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 Credit 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(k) or Section 2.1(l), 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 each Pledgor 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 Lender shall be responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(isubsection 4.16(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iisubsection 4.16(a)(ii) hereof shall ceasebe 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 Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Pledged Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bsubsection 4.16(b) shall be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this subsection 4.16(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this subsection 4.16(b). The foregoing shall not in accordance with the provisions hereofany way limit Secured Party's power and authority granted pursuant to Section 5.1.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have has occurred and be is continuing: (i) Each , the Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Collateral Membership Interest, or any part thereof, provided, for any purpose not inconsistent with the terms of this Agreement or the other Loan Operative Documents; provided however, that no vote the Pledgor shall not be cast entitled to exercise any voting and/or consensual rights and powers with respect to the following without the prior written consent of the Security Trustee: (i) the winding up, dissolution, liquidation or right exercised or other action taken which would (x) impair reorganization of the Collateral or any portion thereof Company or the rights and remedies composition or readjustment of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,its debts; (ii) the merger or consolidation of the Company with any other Person; (iii) the sale of all or substantially all the assets of the Company; (iv) any amendment to or modification of the LLC Agreement; (v) except as otherwise provided in the Operative Documents, the incurrence of any indebtedness or the creation of any Lien by the Company; (vi) except as otherwise provided in the Operative Documents, the making by the Company of a general assignment for the benefit of creditors; (vii) the commencement by the Company of a voluntary case or other proceeding seeking liquidation, reorganization, winding up or other relief with respect to the extent limited Company or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or of all or any substantial part of its property; (viii) failing to controvert in a timely and appropriate manner, or acquiescence in writing to, any petition filed against the Company in an involuntary case under applicable bankruptcy or similar law or in any other action or proceeding against it under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or readjustment of its debts; (ix) other than with respect to payments permitted or required by this Agreementthe Operative Documents or to be made by the Security Trustee, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash payment of dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or other than in cash in respect of the Collateral, whether resulting from a subdivision, combination, Membership Interest or reclassification the repurchase or redemption of the outstanding ownership units or other interests Membership Interest; and (x) the taking of the Pledged Entities or received in exchange any action necessary for the Collateral or purpose of effecting any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received actions specified in redemption of or in exchange for any Collateral the foregoing clauses (either upon call for redemption or otherwisei) through (ix), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon The Pledgor shall execute and deliver, or cause to be executed and delivered, to the occurrence and during the continuance of an Event of DefaultSecurity Trustee, as appropriate, all rights such proxies and other instruments as the Security Trustee may request for the purpose of each Pledgor enabling the Security Trustee to exercise all rights and privileges in respect of the Membership Interest and/or the voting and/or other consensual rights and powers that Pledgor which the Security Trustee is entitled to exercise pursuant to this Section 4(a)(i5. (c) hereof and/or At any time when an Event of Default has occurred and is continuing, all rights of the Pledgor to receive exercise the payments that Pledgor is authorized voting and other consensual rights which it would otherwise be entitled to receive and retain exercise pursuant to Section 4(a)(ii5(a) hereof shall cease, cease and all such rights shall thereupon become vested in Administrative Agent for the benefit Security Trustee, without further act who shall thereupon have the sole right to exercise such voting and other consensual rights and remedies (d) Upon any sale or other disposition of any part of the Secured PartiesPledged Collateral by the Security Trustee pursuant to Section 7 hereof, who all of the voting and consensual rights, privileges and powers referred to in the preceding sentence pertaining to such part shall in any event become vested in the Person to whom such sale or disposition is made, which Person shall thereafter have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any privileges and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofpowers.

Voting Rights; Distributions; etc. (a) So long as no Event of Acceleration Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,Document to which the Pledgor is a party; provided, however, that (a) the Pledgor shall not vote for or consent to any amendment, supplement, restatement or modification to the Partnership Agreement without the prior written consent of the Lender and (b) the Pledgor shall not exercise any other voting right without giving the Lender prior written notice whenever the Pledgor shall exercise or refrain from exercising any such voting or other consensual right if such action would have a Material Adverse Effect on the value of the Pledged Collateral or any part thereof. (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each The Pledgor shall be entitled to receive and retain any and all cash distributions, income, dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Pledged Collateral; provided, whether resulting from a subdivisionhowever, combinationthat any and all: (A) income, dividends and distributions paid or reclassification of the outstanding ownership units or payable other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any Pledged Collateral; (B) income, dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of contributed capital or capital surplus; and (either upon call for C) all amounts paid, payable or otherwise distributed in respect of redemption of, or otherwise)in exchange for, any Pledged Collateral, shall be forthwith delivered to the Lender to hold as, Pledged Collateral and become part of the Collateral pledged hereunder andshall, if received by the Pledgor, shall be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Pledgor, and be forthwith be delivered to Administrative Agent the Lender as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with all necessary endorsements). (iii) The Lender shall execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the terms of this Agreement;voting and other rights which it is entitled to exercise pursuant to clause (i) above and to receive the distributions, income, dividends, or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Acceleration Default, all : (i) All rights of each the Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i6(a)(i) hereof and/or and to receive the income, dividends and interest payments that Pledgor is which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii6(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent the Lender who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such income, dividends and interest payments. (ii) All income, dividends and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 6(b) shall be received in trust for the benefit of the Secured PartiesLender, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to or the Lender as Pledged Collateral in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofall necessary endorsements).

Voting Rights; Distributions; etc. (a) a. So long as no Event of Default Default, as defined in the Credit Agreement, shall have occurred and be continuing: (i) Each i. each Pledgor shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof which would be inconsistent with or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) . except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities Subsidiaries or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity Subsidiary may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by the Pledgor) to be held subject to the terms of this Agreement; (b) b. Upon the occurrence and during the continuance of an Event of Default, all rights of each either Pledgor to exercise the voting and/or other consensual rights and powers that such Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that such Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. (a) So long as no Default or Event of Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided, however, that without the prior written consent of Secured Party, no 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 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Default or an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect to any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating all (A) dividends, interest or other distributions paid or payable in propertyviolation of Section 9.4 of the Credit Agreement, (B) dividends, returns interest or other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (C) dividends, interest or other distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.Collateral,

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/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or thereof for any purpose not inconsistent with the terms of this Agreement and the other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Pledgee shall be entitled to receive and retain any all cash distributions paid from time to time in respect of the Pledged Collateral, which distributions shall be applied by Pledgee to repayment of the Indebtedness in the manner provided for in the Credit Agreement. (c) Any and all (i) dividends or other distributions paid or payable in the form of instruments and other property (including cash dividends or cash distributions payable on the permitted under Section b(b) hereof) received, receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, but any (ii) dividends and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on paid or payable in cash in respect of the Collateralany Pledged Collateral in connection with a partial or total liquidation of VOIP or AXLX or for any other reason, whether resulting from a subdivisionand (iii) cash paid, combinationpayable, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Pledged Collateral, shall be in each case forthwith delivered to the Pledgee and become part applied to repayment of the Collateral pledged hereunder andIndebtedness in the manner provided for in the Credit Agreement and shall, if received by any Pledgor, shall be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of any Pledgor, and be forthwith be delivered to Administrative Agent the Pledgee to be applied to the Indebtedness in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with any necessary endorsement). (d) The Pledgee shall execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject to Pledgor all such proxies and other instruments as any Pledgor may reasonably request for the terms purpose of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each enabling Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor it is entitled to exercise pursuant to Section 4(a)(i6(a) hereof and/or above. (e) All dividends or other distributions that are received by the Pledgor contrary to receive the payments provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to the Pledgee to be applied to the Indebtedness in the same form as so received (with any necessary endorsement). (f) After the occurrence and during the continuation of any Event of Default the rights that Pledgor is authorized would otherwise be entitled to receive and retain exercise pursuant to Section 4(a)(ii6(a) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofPledgee.

Voting Rights; Distributions; etc. (a) So long as no Event of Default or, if and to the extent provided below, Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided, however, that without the prior written consent of -------- ------- Secured Party, no vote shall be cast or consent, waiver or ratification given or action taken which would (A) be inconsistent with or violate any provision of this Agreement or any other Loan Document or (B) amend, modify or waive any term, provision or condition of the partnership agreement, 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Default or an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating dividends-------- ------- all (A) Restricted Payments paid or payable in violation of Section ------- 9.4 of the Credit Agreement, distributions --- (B) Restricted Payments paid or payable other than in propertycash in respect of, returns 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 any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii) (A)-(D) above which shall not -------------------- be released to Debtor) 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 Pledged Collateral shall be held by Debtor in trust for the benefit of Secured Party and, upon the request of Secured Party, shall forthwith be delivered promptly to Administrative Agent (accompanied Secured Party to hold as Collateral or shall be applied by proper instruments Secured Party toward payment of assignment and/or powers of attorneys executed by Pledgor) to be held subject the Obligations, as Secured Party may in its discretion determine. If such Default is waived or cured to the terms satisfaction of this Secured Party, any such distributions (except those of the types described in clauses (ii)(A-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). If such Default remains uncured and becomes an Event of Default, any such distributions will be applied by Secured Party as provided in the Credit Agreement;. (b) Upon the occurrence and during the continuance of an Event of Default or, if and to the extent provided below, a 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(a) or Section 2.1(b), 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 each Pledgor 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 Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i------- 4.7 (a) hereof and/or (i) and to receive the payments that Pledgor is dividends, interest and other distributions --------- which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii4.7(a)(ii) hereof shall ceasebe suspended until such Default or Event of ------------------ Default (as applicable) shall no longer exist, and all such rights shall, until such Default or Event of Default (as applicable) shall no longer exist, thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bSection 4.7(b) shall -------------- be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(b) and to receive the dividends, -------------- interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(b). The foregoing shall not in accordance with the provisions hereof.any way limit -------------- Secured Party's power and authority granted pursuant to Section 5.1. -----------

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: , but subject, nevertheless, at all times to the restrictions imposed by Section 6.10 of the Credit Agreement and by subsection (ib) Each below, Pledgor shall be entitled to receive free and clear of the interest of the Administrative Agent granted under this Agreement all payments and other distributions receivable by it under any Partnership Agreement that are Distributions expressly permitted by the Deposit Account Agreement and the Credit Agreement, and shall be entitled to exercise any and all management, voting and/or and other consensual partnership rights and powers relating or pertaining to any Collateral including but not limited to any partnership interest or Partnership Agreement and the Collateral Borrower Entities for any purpose not inconsistent with the terms of this Agreement or any part thereof, other Financing Document; provided, however, that no vote Pledgor shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documentsexercise, or (y) have refrain from exercising, any such right if such action or inaction would reasonably be expected to have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,as herein granted. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled Pledgor's right to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or Collateral purported to be pledged and assigned by it hereunder shall be further limited as follows: (i) distributions other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any such Collateral, and (ii) distributions paid or payable in cash in respect of any such Collateral (either upon call for redemption in connection with a partial or otherwise)total liquidation or dissolution of any of the Borrower Entities, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgor, shall be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of Pledgor and be forthwith be delivered to the Administrative Agent as Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;with any necessary endorsement or assignment). (bc) Upon the occurrence and during the continuance of an Event of Default: (i) 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/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested exercisable by the Administrative Agent, acting in Administrative Agent for the benefit of the Secured Partiesgood faith, who shall have the sole and exclusive right and authority to exercise or refrain from exercising such voting and/or and other consensual rights unless and powers and/or until such Event of Default ceases to exist. (ii) All rights of Pledgor to receive the distributions which it would otherwise be authorized to receive and retain such payments; providedretain, that nothing herein pursuant to Section 9(a) and (b), above, shall obligate become exercisable by the Administrative Agent who shall thereupon have the sole right to exercise receive and hold as Collateral such voting and/or other consensual rights, all distributions unless and until such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over Event of Default ceases to or exist. (iii) All distributions which are received by Administrative Agent pursuant Pledgor contrary to the provisions of this paragraph clause (b) ii), above, shall be retained by received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Administrative Agent as additional Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany 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:continuing (both before and after giving effect to any of the actions or other matters described in clauses (i) or (ii) of this subparagraph): (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or ratifications) pertaining to any of the Collateral Pledged Shares or any part thereof, ; provided, however, that no vote shall be cast or right exercised consent, waiver or other ratification given or action taken without the prior written consent of the Collateral Agent which would (x) impair the Collateral or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document,Financing Agreement; and (ii) except to the extent limited by Except as otherwise provided in this Agreement, the Credit Agreement or any of the other Loan DocumentFinancing Agreements, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or and interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests to any of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;Shares. (b) Upon the occurrence and during the continuance of an Event of Default: (i) The Collateral Agent may, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, (without notice to the Debtors), transfer or register in the name of the Collateral Agent or any of its nominees, for the equal and ratable benefit of the Lenders and the Future Debt Holders, any or all of the Pledged Shares, and the Proceeds thereof (in cash or otherwise) held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, after delivery of notice to the applicable Debtor, exercise all voting and corporate or similar rights at any meeting of any corporation or other entity issuing any of the Pledged Shares, and any and all rights of each Pledgor conversion, exchange, subscription, distribution or any other rights, privileges or options pertaining to any of the Pledged Shares as if the Collateral Agent were the absolute owner thereof, including, without limitation, the right to exchange, at its discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other readjustment of any corporation or other entity issuing any of such Pledged Shares, or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Shares, and in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtors to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.14(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.14(a)(ii) hereof shall ceasebe 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 Administrative the Collateral Agent which shall thereupon have the sole right, at the direction or with the concurrence of the Majority Benefited Parties as required under the Intercreditor Agreement, to exercise such voting and other consensual rights and to receive, hold and dispose of as Pledged Shares, as the case may be, such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtors contrary to the provisions of this Subsection 4.14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds and property of the Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtors shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Subsection 4.14(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Subsection 4.14(b). The foregoing shall not in any way limit the Collateral Agent's power and authority granted pursuant to Section 5.1. (c) The Collateral Agent shall establish, for the benefit of the Benefited Parties in the name of the Collateral Agent, a segregated non-interest bearing blocked account (the "Receiving Account") under which CAC South Dakota and the other Debtors shall have no withdrawal or other rights (whether or not a Default or Event of Default has occurred and is continuing), such account being subject to the security interest and lien established by this Agreement. All dividends, distributions and other sums paid (or payable) in respect of CAC South Dakota's partnership interest in CAC Scotland assigned, for collateral purposes, to the Collateral Agent, for and on behalf of the Benefited Parties pursuant to the Assignation, shall be received and held by Collateral Agent for the benefit of the Secured Benefited Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative thereafter promptly deposited by Collateral Agent to exercise the Receiving Account established under this clause (c). So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall promptly transfer all such voting and/or other consensual rightssums on deposit in the Receiving Account to another account, as specified from time to time in writing by CAC South Dakota. Upon the occurrence and during the continuance of any Default or Event of Default, all such action sums on deposit in such regard being solely the Receiving Account shall be retained in Administrative Agent’s or Secured Parties’ discretionthe Receiving Account for disposition in accordance with this Agreement. Any and Furthermore, CAC South Dakota shall cause all money dividends, distributions and other property sums paid over (or payable) in respect of its partnership interest in CAC Scotland assigned for collateral purposes, to or received by Administrative Agent the Collateral Agent, for and on behalf of the Benefited Parties pursuant to the provisions of this paragraph (b) shall Assignation, to be retained paid directly by Administrative CAC Scotland to the Collateral Agent as additional Collateral hereunder and be applied in accordance with the provisions terms of the Assignation, and shall cause any such dividends, distributions or other sums received by any other Person, including without limitation any Debtor, to be promptly delivered and paid over to the Collateral Agent for disposition according to the terms hereof.

Voting Rights; Distributions; etc. (a) So long as no Default or Event of Default shall have occurred and be continuing: (i) Each Pledgor Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof; provided, however, that without the prior written consent of Secured Party, no vote shall be cast or consent, waiver or ratification given or action taken which would (A) be inconsistent with or violate any provision of this Agreement or any other Loan Document or (B) amend, modify or waive any term, provision or condition of the partnership agreement, 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 voting or other consensual rights pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken thereof which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to might have a material adverse effect on the value of the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,thereof; and (ii) except to the extent limited by this AgreementUnless a Default or an Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect of any of the CollateralCollateral to the extent permitted by the Credit Agreement; provided, but however, that any and all equity interests and/or liquidating dividendsall (A) Restricted Payments paid or payable in violation of Section 9.4 of the Credit Agreement, (B) Restricted Payments paid or payable other than in cash in respect of, distributions and instruments and other property received, receivable or otherwise distributed in propertyrespect of, returns or in exchange for, any Collateral, (C) Restricted Payments hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by PledgorDebtor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Debtor and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii) (A)-(D) above which shall not be released to Debtor) 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 Pledged Collateral shall be held by Debtor in trust for the benefit of Secured Party and, upon the request of Secured Party, shall forthwith be delivered promptly to Administrative Agent (accompanied Secured Party to hold as Collateral or shall be applied by proper instruments Secured Party toward payment of assignment and/or powers of attorneys executed by Pledgor) to be held subject the Obligations, as Secured Party may in its discretion determine. If such Default is waived or cured to the terms satisfaction of this Secured Party, any such distributions (except those of the types described in clauses (ii)(A-D) above) 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 Credit 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(a) or Section 2.1(b), 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 each Pledgor 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 Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i4.7(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii4.7(a)(ii) hereof shall ceasebe 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 Administrative Agent for the benefit of the Secured Parties, who Party which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or and other consensual rights and powers and/or to receive and retain hold as Collateral such payments; provideddividends, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money interest and other property paid over to or distributions. (iii) All dividends, interest and other distributions which are received by Administrative Agent pursuant Debtor contrary to the provisions of this paragraph (bSection 4.7(b) shall be retained by Administrative Agent 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 additional Collateral hereunder in the same form as so received (with any necessary endorsement). (iv) Debtor shall execute and deliver (or cause to be applied executed and delivered) to Secured Party all such proxies and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4.7(b) and to receive the dividends, interest and other distributions which it is entitled to receive and retain pursuant to this Section 4.7(b). The foregoing shall not in accordance with the provisions hereofany way limit Secured Party's power and authority granted pursuant to Section 5.1.

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/or other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (xA) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (yB) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (zC) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and Credit Agreement - Page 178 116414841 v.12 any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Voting Rights; Distributions; etc. (a) So long as no Event of Acceleration Default shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,Related Document to which the Pledgor is a party; provided, however, that the Pledgor shall give the Agent and each Bank prior written notice whenever the Pledgor shall exercise or refrain from exercising any such voting or other consensual right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each The Pledgor shall be entitled to receive and retain any and all cash income, dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Pledged Collateral; provided, whether resulting from a subdivisionhowever, combinationthat any and all: (A) income, dividends and distributions paid or reclassification of the outstanding ownership units or payable other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any Pledged Collateral; (B) income, dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of contributed capital, capital surplus or paid-in-surplus; and (either upon call for C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or otherwise)in exchange for, any Pledged Collateral, shall be forthwith delivered to the Agent to hold as, Pledged Collateral and become part of the Collateral pledged hereunder andshall, if received by the Pledgor, shall be received in trust for the benefit of the Agent and the Banks, be segregated from the other property or funds of the Pledgor, and be forthwith be delivered to Administrative the Agent as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with all necessary endorsements). (iii) The Agent shall execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the terms of this Agreement;voting and other rights which it is entitled to exercise pursuant to clause (i) above and to receive the income, dividends or interest payments which it is authorized to receive and retain pursuant to clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Acceleration Default, all : (i) All rights of each the Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i6(a)(i) hereof and/or and to receive the income, dividends and interest payments that Pledgor is which they would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii6(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative the Agent and the Banks who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such income, dividends and interest payments. (ii) All income, dividends and interest payments which are received by the Pledgor contrary to the provisions of clause (i) of this Section 6(b) shall be received in trust for the benefit of the Secured PartiesAgent and the Banks, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Pledged Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofall necessary endorsements).

Voting Rights; Distributions; etc. (a) So As long as no default or Event of Default shall have occurred and be continuingunder this Pledge or any of the Loan Documents: (ia) Each Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Collateral or any part thereof, thereof for any purpose not inconsistent with the terms hereof or the Loan Agreement; provided, however, that no vote Pledgor shall be cast not exercise (or shall refrain from exercising) any such right exercised or other if, in the Lender's sole judgment, such action taken which would (x) impair have an adverse effect on the value of the Collateral or any portion part thereof or the rights and remedies Lender's interests therein and, provided, further, that Pledgor shall give Lender at least five (5) days' prior written notice of the Administrative Agent under the Loan Documentsmanner in which Pledgor intends to exercise, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreementreasons for refraining from exercising, the Credit Agreement or any other Loan Document,such rights. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all Distributions, other than any and all: (i) Distributions paid or payable other than in cash dividends in respect of, and instruments and other property received, receivable or cash distributions payable on otherwise distributed in respect of, or in exchange for, any of the Collateral, but ; (ii) Distributions paid or payable in cash in respect of any and all equity interests and/or liquidating dividends, distributions of the Collateral in property, returns connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in surplus; and (iii) cash paid, payable or otherwise distributed in redemption of, or in respect exchange for, any of the Collateral, whether resulting from a subdivision, combination, or reclassification all of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwiseshall be, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), which shall be and become forthwith delivered to Lender to hold as, part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested received in Administrative Agent trust for the benefit of the Secured PartiesLender, who shall have segregated from the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over or funds of Pledgor, and forthwith delivered to or Lender as part of the Collateral in the form received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany 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/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain recognize on its accounts all accrued but unpaid profits of the Company in respect of the Pledged Interest; and (iii) any and all cash dividends interim or cash annual distributions payable on in respect of the CollateralPledged Interest, but other than the tax distributions referred to in paragraph 5(b) below, which are actually paid to Pledgor after the date hereof and prior to the satisfaction of the Secured Obligations hereunder, shall be used by Pledgor to prepay, in an amount equal to such distribution (the "Distribution") amounts outstanding under the Note; and (iv) any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination, combination or reclassification of the outstanding ownership units or other interests of the Pledged Entities any issuer thereof or received in exchange for the such Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any Pledged Entity such issuer may be a party or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any Pledged Collateral (either at maturity, upon call for redemption or otherwise), shall be and become part of the Pledged Collateral pledged hereunder and, if received by the Pledgor, shall be held in trust for the benefit of the Secured Party and shall forthwith be delivered to Administrative Agent the Secured Party or its designated agent (accompanied by proper property instruments of assignment and/or stock and/or bond powers of attorneys executed by Pledgorsuch in accordance with the Secured Party's instructions) to be held subject to the terms of this Pledge Agreement;. (b) Upon the occurrence and during the continuance of an Event of Default, upon written notice from Secured Party to Pledgor, all rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i5(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights (so long as an Event of Default is continuing) shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, Party who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights. For the avoidance of doubt, the parties acknowledge that if, as a result of an Event of Default, Secured Party is entitled to exercise its remedies as provided hereunder with respect to the Pledged Interest, such remedies shall include the right to receive all profits with respect to the Pledged Interest that have accrued from the date of this Agreement through the date of any such action in Event of Default that remain undistributed as of such regard being solely in Administrative Agent’s or date. Anything contained herein to the contrary notwithstanding, Secured Parties’ discretion. Any and all money and other property paid over Party shall pay tax distributions to or received by Administrative Agent its members, including the Pledgor, pursuant to Section 7.5 of the provisions Operating Agreement even in periods during which Events of this paragraph (b) Default are continuing, and the Pledgor shall be retained by Administrative Agent as additional Collateral hereunder and be applied entitled to retain such tax distributions to the extent necessary to allow Pledgor to satisfy its tax liabilities in accordance with respect of its interest in the provisions hereofCompany.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Collateral or any part thereof, provided, however, thereof for any purpose not prohibited by the terms of this Agreement or the other Loan Documents; provided that no vote such voting and other rights shall not be cast or right exercised or other action taken which would (x) impair the Collateral or in any portion thereof or manner that could materially and adversely affect the rights and remedies of the Administrative Collateral Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,. (ii) except The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the extent limited by this Agreement, purpose of enabling such Grantor to exercise the Credit Agreement or any voting and other Loan Documentrights that it is entitled to exercise pursuant to paragraph (i) above. (b) Subject to paragraph (c) below, each Pledgor Grantor shall be entitled to receive and retain and use, free and clear of the Lien of this Agreement, any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in propertydistributions, returns of capital, principal and interest made or other distributions made on or paid in respect of the CollateralPledged Collateral to the extent not prohibited by any Loan Document; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Equity, whether resulting from a subdivision, combination, combination or reclassification of the outstanding ownership units or other interests Capital Stock of the issuer of any Pledged Entities Equity or received in exchange for the Collateral Pledged Equity or any part thereof thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any Pledged Entity such issuer may be a party or otherwise, shall be, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), shall be and become part of forthwith delivered to the Collateral pledged hereunder andAgent to hold as, Collateral and shall, if received by Pledgorsuch Grantor, shall 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 be delivered to Administrative the Collateral Agent as Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgorwith any necessary endorsement). (c) to be held subject Upon written notice to the terms of this Agreement; (b) Upon Grantors by the Collateral Agent following the occurrence and during the continuance continuation of an Event of Default, Default (which notice shall be deemed to have been given immediately upon an Event of Default under Section 8.5 of the Credit Agreement): (i) all rights of each Pledgor any Grantor to exercise or refrain from exercising the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i9(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing, each Grantor will have the right to exercise the voting and consensual rights that such Grantor would otherwise be entitled to exercise pursuant to the terms of Section 9(a)(i) (and the obligations of the Collateral Agent under Section 9(a)(ii) shall be reinstated); (ii) all rights of each Grantor to receive the dividends, distributions and principal and interest payments that such Grantor would otherwise be authorized to receive and retain pursuant to Section 9(b) shall 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 Collateral such dividends, distributions and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured or waived or otherwise cease to be continuing and Holdings has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall repay to each Grantor (without interest) and each Grantor shall be entitled to receive, retain and use all dividends, distributions and principal and interest payments that such Grantor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 9(b) and that remain after the application of such Collateral in accordance with the provisions of Section 15(b); (iii) all dividends, distributions and principal and interest payments that are received by each Grantor contrary to the provisions of Section 9(b) shall be received in trust for the benefit of the Secured PartiesCollateral Agent, who shall have be segregated from other property or funds of such Grantor and shall forthwith be delivered to the sole Collateral Agent as Collateral in the same form as so received (with any necessary endorsements); and (iv) in order to permit the Collateral Agent to receive all dividends, distributions and exclusive right principal and authority interest payments to which it may be entitled under Section 9(b) above, to exercise such the voting and/or and other consensual rights that it may be entitled to exercise pursuant to Section 9(c)(i), and powers and/or to receive all dividends, distributions and retain such payments; providedprincipal and interest payments that it may be entitled to under Sections 9(c)(ii) and 9(c)(iii), that nothing herein each Grantor shall obligate Administrative from time to time execute and deliver to the Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request. (d) Any notice given by the Collateral Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s the Grantors suspending their rights under paragraph (c) above (i) may be given to one or Secured Parties’ discretion. Any more of the Grantors at the same or different times and all money and other property paid over to (ii) may suspend the rights of the Grantors under paragraph (a)(i) or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained of this Section 9 in part without suspending all such rights (as specified by Administrative the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as additional Collateral hereunder an Event of Default has occurred and be applied in accordance with the provisions hereofis continuing.

Voting Rights; Distributions; etc. in respect of Investment Property. (a) So long as no Event of Default shall have occurred and be continuing: continuing (i) Each Pledgor Borrower shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or notifications in respect of any Security) pertaining to the Collateral its Investment Property or any part thereof, ; provided, however, that without the prior written consent of Agent and Required Lenders, no vote shall be cast or right exercised consent, waiver or other ratification given or action taken which would (xA) impair the Collateral be inconsistent with or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document, Document or (B) amend, modify or waive any material term, provision or condition of the certificate of incorporation, bylaws, certificate of formation or other charter document or other agreement relating to, evidencing, providing for the issuance of or securing any such Investment Property, and (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor Borrower shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification any of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral such Investment Property (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received unless otherwise required by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;). (b) Upon the occurrence and during the continuance of a Default or an Event of Default, (i) Agent may, without notice to any Loan Party, transfer or register in the name of Agent or any of its nominees, for the ratable benefit of the Credit Parties, any or all of the Collateral consisting of Investment Property, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of Borrower with respect thereto (as used in this Section collectively, the "Pledged Collateral") held by Agent hereunder, and Agent or its nominee may thereafter, after delivery of notice Borrower, 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 each Pledgor 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 Agent of any right, privilege or option pertaining to any of the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall ceasePledged Collateral, and in connection therewith, to deposit and deliver any and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartiesPledged Collateral with any committee, who shall have the sole and exclusive right and authority to exercise depositary, transfer agent, registrar or other designated agency upon such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.terms and

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 receive, subject to the terms of and as contemplated by the terms of the Deposit Account Agreement, all payments and other distributions receivable by it under any Partnership Agreement, and shall be entitled to exercise any and all management, voting and/or and other consensual partnership rights and powers relating or pertaining to any Collateral including but not limited to any partnership interest or Partnership Agreements for any purpose not inconsistent with the Collateral terms of this Agreement or any part thereof, other Financing Document; provided, however, that no vote Pledgor shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documentsexercise, or (y) have refrain from exercising, any such right if such action or inaction would reasonably be expected to have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,as herein granted. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled Pledgor's right to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or Collateral purported to be pledged and assigned by it hereunder shall be further limited as follows: (i) distributions other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any such Collateral, and (ii) distributions paid or payable in cash in respect of any such Collateral (either upon call for redemption in connection with a partial or otherwise)total liquidation or dissolution of any of the Operating Companies, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgor, shall be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of Pledgor and be forthwith be delivered to the Administrative Agent as Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;with any necessary endorsement or assignment). (bc) Upon the occurrence and during the continuance of an Event of Default: (i) 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/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested exercisable by the Administrative Agent, acting in Administrative Agent for the benefit of the Secured Partiesgood faith, who shall have the sole and exclusive right and authority to exercise or refrain from exercising such voting and/or and other consensual rights unless and powers and/or until such Event of Default ceases to exist. (ii) All rights of Pledgor to receive the distributions which it would otherwise be authorized to receive and retain such payments; providedretain, that nothing herein pursuant to Section 9(a) and (b), above, shall obligate become exercisable by the Administrative Agent who shall thereupon have the sole right to exercise receive and hold as Collateral such voting and/or other consensual rights, all distributions unless and until such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over Event of Default ceases to or exist. (iii) All distributions which are received by Administrative Agent pursuant Pledgor contrary to the provisions of this paragraph clause (b) ii), above, shall be retained by received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Administrative Agent as additional Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany necessary endorsement) for application pursuant to Section 17.

Voting Rights; Distributions; etc. in Respect of Investment Property. (a) So long as no Event of Default shall have occurred and be continuing: continuing (i) Each Pledgor each Loan Party shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers, and powers relating or notifications in respect of any securities) pertaining to the Collateral its Investment Property or any part thereof, ; provided, however, that without the prior written consent of the Agent and the Majority Lenders, no vote shall be cast or right exercised consent, waiver, or other ratification given or action taken which would (xA) impair the Collateral be inconsistent with or violate any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions provision of this Agreement, the Credit Agreement or any other Loan Document, Document or (B) amend, modify, or waive any material term, provision, or condition of the certificate of incorporation, bylaws, certificate of formation, or other charter document or other agreement relating to, evidencing, providing for the issuance of, or securing any such Investment Property, in any manner that would impair such Investment Property, the transferability thereof, or the Agent's Liens therein, and (ii) except to the extent limited by this Agreement, the Credit Agreement or any other each Loan Document, each Pledgor Party shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification any of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral such Investment Property (either upon call for redemption or otherwise), shall be and become part of the Collateral pledged hereunder and, if received unless otherwise required by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;). (b) Upon the occurrence and during the continuance of an Event of Default, (i) the Agent may, without notice to any Loan Party, transfer or register in the name of the Agent or any of its nominees, for the ratable benefit of the Agent and the Lenders, any or all of the Collateral consisting of Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies, and claims of any Loan Party with respect thereto (as used in this Section 6.19 collectively, the "Pledged Collateral") held by the Agent hereunder, and the Agent or its nominee may thereafter, after delivery of notice to the applicable Loan Party, 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 each Pledgor 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 the Agent 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 the Agent shall have no duty to exercise any of the aforesaid rights, privileges, or options, and the Agent shall not be responsible for any failure to do so or delay in so doing, (ii) after the Agent's giving of the notice specified in clause (i) of this Section 6.19(b), all rights of any Loan Party to exercise the voting and/or and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6.19(a)(i) shall be suspended until such Event of Default shall no longer exist, and powers that Pledgor all such rights shall, until such Event of Default shall no longer exist, thereupon become vested in the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights, and (iii) each Loan Party shall execute and deliver (or cause to be executed and delivered) to the Agent all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling the Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4(a)(i) hereof and/or to receive 6.19(b). The foregoing shall not in any way limit the payments that Pledgor is authorized to receive Agent's power and retain authority granted pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof6.15.

Voting Rights; Distributions; etc. (a) So long as no Event Unless and until an event of Default default shall have occurred and be continuing: (i) Each , pursuant to one day’s notice to Pledgor and an opportunity to cure such default, the Pledgor shall retain all legal and beneficial ownership of the Pledged Shares and shall be entitled to exercise any and all voting and/or other consensual rights and powers relating or pertaining accruing to the Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document, (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests owner of the Pledged Entities or received in exchange for the Collateral Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise)purpose not inconsistent with the terms hereof, shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments Promissory Note and of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;other ancillary documents. (b) Upon the occurrence and during the continuance of an Event event of Defaultdefault and notice from eSpeed of such default as set forth above and of the transfer of such rights to eSpeed, all rights of each the Pledgor to (i) exercise the voting and/or other consensual rights and powers that Pledgor with respect to the Pledged Securities which it is entitled to exercise pursuant to Section 4(a)(i5(a) hereof and/or to hereof, and (ii) receive and retain dividends and distributions which the payments that Pledgor is authorized would be entitled to receive and retain pursuant to Section 4(a)(ii5(a) hereof hereof, if any, shall cease, cease and all such rights shall thereupon become vested in Administrative Agent for the benefit of the Secured PartieseSpeed, who which shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such paymentsrights; provided, however, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to the provisions extent any governmental consents or filings are required for the exercise by eSpeed of this paragraph (b) any of the foregoing rights and powers, eSpeed shall be retained by Administrative Agent as additional Collateral hereunder refrain from exercising such rights or powers until the making of such required filings, the receipt of such consents and be applied in accordance with the provisions hereofexpiration of all related waiting periods.

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor The Debtor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers and powers relating or notifications in respect of any of the Pledged Collateral) pertaining to any of the Pledged Collateral or any part thereof, ; provided, ; however, that without the prior written consent of the Secured Party, no vote shall be cast or right exercised consent, waiver or other ratification given or action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,taken (ii) except to the extent limited by this AgreementUnless a Event of Default shall have occurred and be continuing, the Credit Agreement or any other Loan Document, each Pledgor Debtor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on and interest paid in respect to any of the CollateralCollateral to the extent, but if any, permitted by the Purchase Agreement; provided, however, that any and all equity interests and/or liquidating ----------------- (A) dividends, interest or other distributions paid or payable in propertyviolation of the Purchase Agreement, (B) dividends, returns interest or other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (C) dividends, interest or other distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or other distributions made on paid-in-surplus, and (D) cash paid, payable or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received otherwise distributed in redemption of of, or in exchange for for, any Collateral (either upon call for redemption or otherwise)Collateral, shall be, and shall be forthwith delivered to the Secured Party to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgorthe Debtor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of the Debtor and be forthwith delivered to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). All amounts (other than amounts described in clauses (ii) (A)-(D) above) received by the Secured -------------------- Party in respect of any Pledged Collateral shall be either (1) promptly released to the Debtor, so long as no Event of Default shall have occurred and be continuing or (2) if any Event of Default shall have occurred and be continuing, held by the Secured Party and applied to the Obligations. During the continuance of any Event of Default, any dividends, interest or other distributions (whether in cash, securities, property or otherwise) received by the Debtor with respect to any Pledged Collateral shall be held by the Debtor in trust for the benefit of the Secured Party and, upon the request of the Secured Party, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject promptly to the terms Secured Party to hold as Collateral. If such Event of this Agreement;Default is waived or cured to the satisfaction of the Secured Party, any such distributions (except those of the types described in clauses (ii)(A)-(D) above) ------------------- shall be returned promptly to the Debtor (provided that no other Event of Default exists). (b) Upon the occurrence and during the continuance of an a Event of Default: (i) The Secured Party may, without notice to the Debtor, transfer or register in the name of the Secured Party or any of its nominees any or all of the Collateral described in Section 2.01(i) through (m) of this --------------- --- Agreement, the proceeds thereof (in cash or otherwise) and all liens, security, rights, remedies and claims of the Debtor with respect thereto (collectively, the "Pledged Collateral") held by the Secured Party hereunder, and the Secured ------------------ Party or its nominee may thereafter, after delivery of notice to the 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 each Pledgor 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 the 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 the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options, and the Secured Party shall not be responsible for any failure to do so or delay in so doing. (ii) All rights of the Debtor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(iSubsection 4.13(a)(i) hereof and/or and to receive the payments that Pledgor is dividends, interest and other --------------------- distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(iiSubsection 4.13(a)(ii) hereof shall ceasebe 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 Administrative Agent the Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends, interest and other distributions. (iii) All dividends, interest and other distributions which are received by the Debtor contrary to the provisions of this Subsection 4.13(b) ------------------ shall be received in trust for the benefit of the Secured PartiesParty, who shall have be segregated from other funds of the sole Debtor and exclusive right shall be forthwith paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). (iv) The Debtor shall execute and authority deliver (or cause to be executed and delivered) to the Secured Party all such proxies and other instruments as the Secured Party may reasonably request for the purpose of enabling the Secured Party to exercise such the voting and/or and other consensual rights which it is entitled to exercise pursuant to this Subsection 4.13(b) and powers and/or to receive the ------------------ dividends, interest and other distributions which it is entitled to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent pursuant to this Subsection 4.13(b). The foregoing shall not in any way ------------------ limit the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder Secured Party's power and be applied in accordance with the provisions hereof.authority granted pursuant to Section 5.01. ------------

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuingcontinuing and the Pledgee shall not have delivered to the Pledgor notice of its election to exercise the rights set forth in Section 5.1(b) hereof: (i) Each the Pledgor shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, thereof for any purpose not inconsistent with the terms of this Pledge Agreement; provided, however, that no vote (A) the Pledgor shall be cast not exercise or refrain from exercising any such right exercised or other if such action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral taken as a whole or any material substantial part thereof or thereof, and (zB) result in any violation such event as set forth in (A) herein, that the Pledgor shall give the Pledgee at least five days’ advance written notice of the provisions of this Agreementmanner in which it intends to exercise, or the Credit Agreement or reasons for refraining from exercising, any other Loan Document,such right; (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain any and all cash dividends distributions paid or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivisionprovided, combinationhowever, that any and all: (A) distributions paid or reclassification payable consisting of the outstanding ownership units any certificated security, promissory note or other interests of the Pledged Entities or received instruments in exchange for the Collateral or any part thereof or as a result of any mergerrespect of, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for for, any Pledged Collateral; (B) distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and (either upon call for C) cash paid, payable or otherwise distributed in redemption of, or otherwise)in exchange for, shall be and become part of the Collateral pledged hereunder andany Pledged Collateral, shall, if received by the Pledgor, shall be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be, to the extent consisting of any certificated security, promissory note or other instrument, forthwith be delivered to Administrative Agent the Pledgee as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys with any necessary endorsement); and (iii) the Pledgee shall execute and deliver (or cause to be executed by Pledgorand delivered) to be held subject the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the terms of this Agreement;rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the distributions which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, : (i) all rights of each the Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i5.1(a)(i) hereof and/or and to receive the payments that Pledgor is distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii5.1(a)(ii) hereof shall shall, upon the Pledgee’s delivery of a notice to the Pledgor of its intent to exercise such rights or to receive such distributions, as the case may be, until such time as such Event of Default is cured or waived, cease, and and, to the full extent permitted by applicable law, all such rights shall thereupon become vested in Administrative Agent the Pledgee, which shall thereupon have the sole right to exercise such rights and to receive and hold as Pledged Collateral such distributions; and (ii) all distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 5.1(b) shall be received in trust for the benefit of the Secured PartiesPledgee, who shall have be segregated from other funds of the sole Pledgor and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property be forthwith paid over to or the Pledgee as Pledged Collateral in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany 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/or and other consensual rights and powers relating or pertaining to the Pledged Collateral or any part thereof, provided, however, that no vote shall be cast or right exercised or other action taken which would (x) impair thereof for any purpose not inconsistent with the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions terms of this Agreement, the Credit Agreement or any other Loan Document,; and (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled to receive and retain recognize all incidents of ownership in respect of the Pledged Shares; and (iii) any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination, combination or reclassification of the outstanding ownership units or other interests of the Pledged Entities any issuer thereof or received in exchange for the such Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any Pledged Entity such issuer may be a party or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any Pledged Collateral (either at maturity, upon call for redemption or otherwise), shall be and become part of the Pledged Collateral pledged hereunder and, if received by the Pledgor, shall be held in trust for the benefit of the Secured Party and shall forthwith be delivered to Administrative Agent the Secured Party or its designated agent (accompanied by proper property instruments of assignment and/or stock and/or bond powers of attorneys executed by Pledgorsuch in accordance with the Secured Party's instructions) to be held subject to the terms of this Pledge Agreement;. (b) Upon the occurrence and during the continuance of an Event of Default, upon written notice from Secured Party to Pledgor, all rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is which it would otherwise be entitled to exercise pursuant to Section 4(a)(i5(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights (so long as an Event of Default is continuing) shall thereupon become vested in Administrative Agent for the benefit of the Secured Parties, Party who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights. For the avoidance of doubt, all such action in such regard being solely in Administrative Agent’s or the parties acknowledge that if, as a result of an Event of Default, Secured Parties’ discretion. Any and all money and other property paid over Party is entitled to or received by Administrative Agent pursuant exercise its remedies as provided hereunder with respect to the provisions Pledged Shares, such remedies shall include the right to receive all profits with respect to the Pledged Shares that have accrued from the date of this paragraph (b) shall be retained by Administrative Agent Agreement through the date of any such Event of Default that remain undistributed as additional Collateral hereunder and be applied in accordance with the provisions hereofof such date.

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/or and other consensual rights and powers relating or pertaining to the Securities Collateral or any part thereofthereof for any purpose not inconsistent with the terms or purposes hereof, the Indenture or any other document evidencing the Obligations; provided, however, that no vote Pledgor shall be cast or right exercised or other action taken in any event exercise such rights in any manner which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documents, or (y) have or would could reasonably be expected to have a material adverse effect on change, in the Collateral condition, financial or any material part thereof otherwise, or (z) result in any violation the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the provisions of this AgreementCompany and its subsidiaries, the Credit Agreement or any other Loan Document,considered as one entity; (ii) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Each Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all cash dividends or cash distributions payable on the CollateralDistributions, but only if and to the extent made in accordance with the provisions of the Indenture; provided, however, that any and all equity such Distributions consisting of rights or interests and/or liquidating dividends, distributions in property, returns the form of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral (either upon call for redemption or otherwise), securities shall be forthwith delivered to the Trustee to hold as Pledged Collateral and become part of the Collateral pledged hereunder andshall, if received by any Pledgor, shall forthwith be received in trust for the benefit of itself and the Noteholders, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within five days after receipt thereof) delivered to Administrative Agent the Trustee as Pledged Collateral in the same form as so received (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;with any necessary endorsement). (b) So long as no Event of Default shall have occurred and be continuing, 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 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 an any Event of Default, all subject to the terms of the Intercreditor Agreement: (i) All rights of each Pledgor to exercise the voting and/or and other consensual rights and powers that Pledgor is it would otherwise be entitled to exercise pursuant to Section 4(a)(i5.2(a)(i) hereof and/or shall immediately cease and, after the Discharge of First Lien Obligations, all such rights shall thereupon become vested in the Trustee, which shall thereupon have the sole right (but not an obligation) to exercise such voting and other consensual rights. (ii) All rights of each Pledgor to receive the payments that Pledgor is Distributions which it would otherwise be authorized to receive and retain pursuant to Section 4(a)(ii5.2(a)(ii) hereof shall ceaseimmediately cease and, and after the Discharge of First Lien Obligations, all such rights shall thereupon become vested in Administrative Agent the Trustee, 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 Trustee appropriate instruments as necessary or as the Trustee may request in order to permit the Trustee to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(a)(ii) hereof. (e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Secured PartiesTrustee, who shall have be segregated from other funds of such Pledgor and, after the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; providedDischarge of First Lien Obligations, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property immediately be paid over to or the Trustee as Pledged Collateral in the same form as so received by Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofany necessary endorsement).

Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing: , but subject, nevertheless, at all times to the restrictions imposed by Section 6.10 of the Credit Agreement and by subsection (ib) Each below, Pledgor shall be entitled to receive free and clear of the interest of the Administrative Agent granted under this Agreement all payments and other distributions receivable by it under the Partnership Agreement that are Distributions expressly permitted by the Deposit Account Agreement and the Credit Agreement, and shall be entitled to exercise any and all management, voting and/or and other consensual partnership rights and powers relating or pertaining to any Collateral including but not limited to any partnership interest or the Collateral Partnership Agreement in the Borrower for any purpose not inconsistent with the terms of this Agreement or any part thereof, other Financing Document; provided, however, that no vote Pledgor shall be cast or right exercised or other action taken which would (x) impair the Collateral or any portion thereof or the rights and remedies of the Administrative Agent under the Loan Documentsexercise, or (y) have refrain from exercising, any such right if such action or inaction would reasonably be expected to have a material adverse effect on the attachment, perfection, creation or priority of the security interest in the Collateral or any material part thereof or (z) result in any violation of the provisions of this Agreement, the Credit Agreement or any other Loan Document,as herein granted. (iib) except to the extent limited by this Agreement, the Credit Agreement or any other Loan Document, each Pledgor shall be entitled Pledgor's right to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification of the outstanding ownership units or Collateral purported to be pledged and assigned by it hereunder shall be further limited as follows: (i) distributions other interests of the Pledged Entities or received than in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwisecash in respect of, and any and all cash instruments and other property received received, receivable or otherwise distributed in redemption of respect of, or in exchange for for, any such Collateral, and (ii) distributions paid or payable in cash in respect of any such Collateral (either upon call for redemption in connection with a partial or otherwise)total liquidation or dissolution of the Borrower, shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and become part of the Collateral pledged hereunder andshall, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement; (b) Upon the occurrence and during the continuance of an Event of Default, all rights of each Pledgor to exercise the voting and/or other consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 4(a)(i) hereof and/or to receive the payments that Pledgor is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested received in Administrative Agent trust for the benefit of the Secured Parties, who shall have the sole and exclusive right and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and , be segregated from the other property paid over to or received by Administrative Agent pursuant funds of Pledgor and be forthwith delivered to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance the same form as so received (with the provisions hereofany necessary endorsement or assignment).

Voting Rights; Distributions; etc. in Respect of Investment Property. (ai) So long as no Event of Default shall have occurred and be continuing: exists (iA) Each Pledgor the Grantor shall be entitled to exercise any and all voting and/or and other consensual rights (including, without limitation, the right to give consents, waivers, and powers relating or notifications in respect of any securities) pertaining to the Collateral its Investment Property or any part thereof, ; provided, however, that without the prior written consent of the Collateral Agent and the Required Lenders, no vote shall be cast or right exercised consent, waiver, or other ratification given or action taken which would (x1) impair the Collateral be inconsistent with or violate any portion thereof or the rights and remedies provision of the Administrative Agent under the Loan Documents, or (y) have or would reasonably be expected to have a material adverse effect on the Collateral or any material part thereof or (z) result in any violation of the provisions of this Credit Agreement, the Credit Agreement this Security Agreement, or any other Loan Document, Credit Document or (ii2) except to amend, modify, or waive any material term, provision, or condition of the extent limited by this Agreementcertificate of incorporation, bylaws, certificate of formation, or other charter document or other agreement relating to, evidencing, providing for the issuance of, or securing any such Investment Property, in any manner that would impair such Investment Property, the Credit Agreement transferability thereof, or any other Loan Documentthe Collateral Agent's Liens therein, each Pledgor and (B) the Grantor shall be entitled to receive and retain any and all cash dividends or cash distributions payable on the Collateral, but any and all equity interests and/or liquidating dividends, distributions in property, returns of capital, or other distributions made on or interest paid in respect of the Collateral, whether resulting from a subdivision, combination, or reclassification any of the outstanding ownership units or other interests of the Pledged Entities or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any Pledged Entity may be a party or otherwise, and any and all cash and other property received in redemption of or in exchange for any Collateral such Investment Property (either upon call for redemption or otherwiseunless otherwise required by this Security Agreement), shall be and become part of the Collateral pledged hereunder and, if received by Pledgor, shall forthwith be delivered to Administrative Agent (accompanied by proper instruments of assignment and/or powers of attorneys executed by Pledgor) to be held subject to the terms of this Agreement;. (bii) Upon During the occurrence and during the continuance existence of an Event of Default, (A) the Collateral Agent may, without notice to the Grantor or any other Person obligated for payment of all or any part of the Secured Obligations, transfer or register in the name of the Collateral Agent or any of its nominees, for the benefit of the Agents and the Lenders, any or all of the Collateral consisting of Investment Property, the proceeds thereof (in cash or otherwise), and all liens, security, rights, remedies, and claims of the Grantor with respect thereto (as used in this Section 2.5(p) collectively, the "Pledged Collateral") held by the Collateral Agent hereunder, and the Collateral Agent or its nominee may thereafter, after delivery of notice to the Grantor, 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 each Pledgor 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 the Collateral Agent 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 the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges, or options, and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing, (B) after the Collateral Agent's giving of the notice specified in clause (A) of this Section 2.5(p)(ii), all rights of the Grantor to exercise the voting and/or and other consensual rights which it would otherwise be entitled to exercise pursuant to clause (A) of Section 2.5(p)(i) and to receive the dividends, interest, and other distributions which it would otherwise be authorized to receive and retain thereunder 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 the Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and powers that Pledgor to receive and hold as Pledged Collateral such dividends, interest, and other distributions, (C) all dividends, interest, and other distributions which are received by the Grantor contrary to the provisions of this Section 2.5(p)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement), and (D) the Grantor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 4(a)(i2.5(p)(ii) hereof and/or and to receive the payments that Pledgor dividends, interest, and other distributions which it is authorized entitled to receive and retain pursuant to this Section 4(a)(ii) hereof 2.5(p)(ii). The foregoing shall cease, and all such rights shall thereupon become vested not in Administrative Agent for any way limit the benefit of the Secured Parties, who shall have the sole and exclusive right Collateral Agent's power and authority to exercise such voting and/or other consensual rights and powers and/or to receive and retain such payments; provided, that nothing herein shall obligate Administrative Agent to exercise such voting and/or other consensual rights, all such action in such regard being solely in Administrative Agent’s or Secured Parties’ discretion. Any and all money and other property paid over to or received by Administrative Agent granted pursuant to the provisions of this paragraph (b) shall be retained by Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereofSection 2.9.