Common use of Voting Rights, Dividends and Distributions Clause in Contracts

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual rights and powers relating to the Collateral, and (ii) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral. (b) Each party hereto shall execute and deliver (or cause to be executed and delivered) to the other party such proxies, powers of attorney, dividend orders and other instruments as such other party may request for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i: 3(a) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and (iisubject to the terms hereof. 3(b) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Company 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 Company may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement. (b3(c) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it which Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) above and/or to receive the dividends that which Pledgor is authorized to receive and retain pursuant to Section 3(b) above; and Pledgor shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSection 3(b) above. (c3(d) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 3(a) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to Section 3(b) above shall cease, at the option of Secured Party (if so directed by Secured Party), and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that and retain such dividends. In such case Pledgor is entitled shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise and/or such rights and receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of such dividends. In addition, Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be caused thereby, nor has Secured Party given written notice otherwise to Pledgor, subject to the terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual rights and powers relating to the Collateral; provided that in exercising such rights and powers, Pledgor shall not take any action that is or would be adverse to the interests of Secured Party and/or the Lenders, and (ii) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral. (b) Each party hereto shall execute and deliver (or cause to be executed and delivered) to the other party such proxies, powers of attorney, dividend orders and other instruments as such other party may request for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends and/or distributions that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividendsdividends and/or distributions. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c2.2(b) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the Collateral. (c) Pledgor shall execute and deliver (or cause to be executed and delivered) to Secured Party such proxies, powers of attorney, dividend orders and other instruments as Secured Party may reasonably request for the purpose of enabling Secured Party to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends and/or distributions that it is authorized to receive and retain pursuant to this Agreement.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has shall have occurred, is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i) Pledgor Pledgors shall be entitled to exercise any and all voting and/or and other consensual rights and powers relating pertaining to the Collateral, and (ii) Pledgor shall be Collateral or any part thereof or entitled to receive be exercised by virtue of each Pledgor’s status as a member, shareholder, manager or officer of Issuer for any purpose not inconsistent with the terms of the Loan Documents and retain cash dividends and/or distributions payable on the CollateralOrganizational Documents of Issuer. (b) Each party hereto Upon the occurrence of an Event of Default, at the election of the Lender subject at all times to the terms and conditions of the Subordination Agreement, all rights of the Pledgors to exercise the voting, control, management and other rights to receive cash dividends or distributions that it would otherwise be entitled to exercise or receive, as applicable pursuant to Section 4(a), shall cease, and all such rights shall thereupon become vested in the Lender, who shall thereupon have the sole right, subject at all times to the terms and conditions of the Subordination Agreement, to exercise such voting, control, management or other rights and to receive and retain such cash dividends and distributions. Further, the Lender, its designee, or any other transferee or assignee of the Pledged Interests, upon exercise of the remedies and other rights hereunder by the Lender shall, at its option and subject at all times to the terms and conditions of the Subordination Agreement, become a member or shareholder of the Issuer to the extent of the Pledged Interests, entitled to participate in the management thereof to the full extent as the Pledgors were so entitled. The Issuer and other management authority or authorities as set forth in the Organizational Documents of Issuer and all other required Persons under the Organizational Documents of Issuer shall concurrently herewith consent by their consents attached to this Agreement to the transfer of the Pledged Interests to the Lender, its designee or any other transferee or assignee of the Lender as contemplated hereby and the exercise by the Lender of the remedies and other rights set forth in this Agreement for all purposes of the Organizational Documents of Issuer and under Applicable Statutes. The Pledgors shall, to the extent necessary and subject to the Subordination Agreement, execute and deliver (or cause to be executed and delivered) to the other party Lender all such proxies, powers of attorney, dividend orders proxies and other instruments as such other party the Lender may reasonably request for the purpose of enabling it the Lender to exercise the voting and/or consensual voting, management and other rights and powers that it is entitled to exercise pursuant to this Agreement and/or as a member, shareholder, manager or officer of Issuer, and to receive the dividends and distributions that it is authorized entitled to receive and retain pursuant to this Agreement. (c) Upon retain. To the occurrence and continuation of an Event of Defaultextent necessary, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust constitute a “control agreement” for the benefit purposes of any applicable sections of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the CollateralCode.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be caused thereby, nor has Secured Party given written notice otherwise to Pledgor, subject to the terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual rights and powers relating to the Collateral; provided that in exercising such rights and powers, Pledgor shall not take any action that is or would be adverse to the interests of Secured Party and/or the Lenders, and (ii) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral. (b) Each party hereto shall execute and deliver (or cause to be executed and delivered) to the other party such proxies, powers of attorney, dividend orders and other instruments as such other party may request for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends and/or distributions that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividendsdividends and/or distributions. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the Collateral.Any

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i: 4(a) Pledgor Pledgors shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and (iisubject to the terms hereof. 4(b) Pledgor Pledgors shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Company 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 Company may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgors, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement. (b4(c) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgors all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgors may request for the purpose of enabling it Pledgors to exercise the voting and/or consensual rights and powers that it is which Pledgors are entitled to exercise pursuant to this Agreement Section 4(a) above and/or to receive the dividends that which Pledgors are authorized to receive and retain pursuant to Section 4(b) above; and Pledgors shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSection 4(b) above. (c4(d) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor Pledgors to exercise the voting and/or consensual rights and powers which Pledgors are entitled to exercise pursuant to Section 4(a) above and/or to receive the dividends which Pledgors are authorized to receive and retain pursuant to Section 4(b) above shall cease, at the option of Secured Party (if so directed by Secured Party), on not less than five (5) day's notice to Pledgors, and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled and retain such dividends. In such case Pledgors shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise and/or such rights and receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of such dividends. In addition, Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgors, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Party or PledgorPledgors, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c4(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Pledged Collateral.; provided, however, that all dividends (other than cash dividends) (including, without limitation, stock and liquidating dividends), distributions in property and other distributions made on or in respect of the Pledged Collateral, (i) whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Pledgor, any Guarantor, any Subsidiary of Pledgor or any other Person, or (ii) received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Pledged Collateral or other exchange of assets to which Pledgor, any Guarantor, any Subsidiary of Pledgor or any other Person may be a party or otherwise, and any and all property (other than cash) received in exchange for or redemption of any of the Pledged Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Pledged Collateral for all purposes of this Agreement; (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may reasonably request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be reasonably requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cd) Upon After the occurrence and during the continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b) shall cease immediately immediately, without any prior notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person. , and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends, provided, that Secured Party shall give reasonable notice to Pledgor hereby appoints following the occurrence of such rights becoming vested in Secured Party. In such case, for its benefit Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may reasonably request to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and during the continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may reasonably consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralPledged Collateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has shall have occurred, is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement : (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and subject to the terms hereof. (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral; provided, however, that all other dividends -------- ------- (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Secured Party 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 Secured Party may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement. Notwithstanding the above, if any dividend is retained by the Secured Party, it shall be deemed, at the option of either the Pledgor or Secured Party, to be a Calculation Date and any Collateral in excess of the Required Collateral Level shall be released to Pledgor and any deficiency in the Collateral below the Required Collateral Level shall be cured by Pledgor's delivery of additional Collateral pursuant to paragraph 2 (b) hereof. (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it which Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) above and/or to receive the dividends that which Pledgor is authorized to receive and retain pursuant to Section 3(b) above; and Pledgor shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSection 3(b) above. (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that which Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to Section 3(b) above shall cease immediately without any cease, at the option of Secured Party, on not less than one (1) day's notice to Pledgor or action by or on behalf of Secured Party or any other PersonPledgor, and all such rights shall thereupon shall become vested solely and exclusively in Secured Party. In such case Pledgor shall execute and deliver such documents as Secured Party may request. In addition, for its benefit and Secured Party is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lendersdesirable. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (i) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (ii) Pledgor shall be entitled to receive and retain any and all Company Rights to Payments paid in cash dividends and/or distributions in respect of the Pledged Collateral; provided, however, that, any and all Company Rights to Payments paid or payable on other than in cash (including, without limitation, stock and liquidating dividends) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests or other ownership interests of any Issuer or any other Person or received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of any Issuer or the Pledged Collateral or other exchange of assets to which Pledgor or any Issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Collateral., shall be, and shall promptly, and in any event within two (2) Business Days of receipt thereof, be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party in the exact form received with any necessary endorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Pledged Collateral; (biii) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders, interest orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends Company Rights to Payments that Pledgor is authorized to receive and retain pursuant to Section 3(a); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders, interest orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the Company Rights to Payments in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cb) Upon the occurrence and during the continuation of an Event of Default, : (i) all rights of the Pledgor to exercise voting and/or consensual rights and powers and/or receive the Company Rights to receive dividends Payments that Pledgor is entitled authorized to exercise and/or receive and retain pursuant to this Section 2.2 3(a)(ii) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to receive and retain such Company Rights to Payments. Upon notice by the Secured Party to the Pledgor, the Secured Party may elect to terminate the Pledgor’s rights to exercise the voting and/or consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 3(a)(i) and upon the delivery of such notice, the Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders, interest orders and other instruments and documents as Secured Party may request to enable Secured Party to exercise such rights and receive such Company Rights to Payments. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered Company Rights to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the LendersPayments. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(b)(i) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the Pledged Collateral and shall be applied in accordance with the provisions hereof and the Loan Agreement; (ii) without limiting the generality of the foregoing, 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 (other than, except as otherwise expressly allowed hereunder, voting rights pertaining to the Pledged Collateral or any part thereof), as if it 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 any Issuer, or upon the exercise by any Issuer 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 it may determine and any and all rights to dissolve any Issuer or to compel distribution of any Issuer’s assets; and (iii) all Company Rights to Payments of any kind in respect of Pledged Collateral which are received by Pledgor contrary to the provisions of subsection (b)(i) and (b)(ii) of this section shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to Secured Party as Pledged Collateral in the exact form received, to be held by Secured Party as Pledged Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i: 3(a) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and (iisubject to the terms hereof. 3(b) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of XM 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 XM may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement. (b3(c) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it which Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) above and/or to receive the dividends that which Pledgor is authorized to receive and retain pursuant to Section 3(b) above; and Pledgor shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSection 3(b) above. (c3(d) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 3(a) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to Section 3(b) above shall cease, at the option of Secured Party (if so directed by Secured Party), on not less than one (1) day's notice to Pledgor, and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that and retain such dividends. In such case Pledgor is entitled shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise and/or such rights and receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of such dividends. In addition, Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and (ii) Pledgor shall be entitled subject to receive and retain cash dividends and/or distributions payable on the Collateral.terms hereof; (b) Each party hereto [Omitted] (c) Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement.Section 3(a); and (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may request or as may be otherwise required or desirable to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralPledged Collateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual rights and powers relating to the Collateral, and (ii) Pledgor shall be entitled to receive and retain cash dividends, dividends paid in-kind and/or distributions payable on the Collateral. (b) Each party hereto shall execute and deliver (or cause to be executed and delivered) to the other party such proxies, powers of attorney, dividend orders and other instruments as such other party may request for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately upon five (5) Business Days notice to Pledgor, unless the giving of such notice in the Permitted Discretion of the Secured Party would compromise the rights and remedies of Secured Party hereunder, in which case, without any notice to Pledgor or action by or on behalf of Secured Party or any other PersonPledgor, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Pledged Collateral.; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Pledgor, any Subsidiary of Pledgor or any other Person or received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Pledged Collateral or other exchange of assets to which Pledgor, any Subsidiary of Pledgor or any other Person may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Collateral, shall, subject to the terms of the Subordination Agreement, be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Pledged Collateral for all purposes of this Agreement; (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may request or as may be otherwise required or desirable to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralPledged Collateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement : (ia) Pledgor Borrower shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and subject to the terms hereof; (iib) Pledgor Borrower shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral.; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Issuer received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Collateral or other exchange of assets to which Issuer or any other Person may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Bank, or, if delivered to Borrower, shall be held in trust for the benefit of Bank and forthwith delivered to Bank and shall be considered as part of the Collateral for all purposes of this Agreement; (bc) Each party hereto Bank shall execute and deliver (or cause to be executed and delivered) to the other party Borrower all such proxies, powers of attorney, dividend orders and other instruments as such other party Borrower may request for the purpose of enabling it Borrower to exercise the voting and/or consensual rights and powers that it Borrower is entitled to exercise pursuant to this Agreement Section 7A(a) and/or to receive the dividends that Borrower is authorized to receive and retain pursuant to Section 7A(b); and Borrower shall execute and deliver to Bank all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be requested by Bank to enable Bank to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 7A(b); and (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor Borrower to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor Borrower is entitled to exercise and/or receive pursuant to this Section 2.2 7A(a) and/or to receive the dividends that Borrower is authorized to receive and retain pursuant to Section 7A(b) shall cease immediately immediately, without any notice to Pledgor Borrower or action by or on behalf of Secured Party Bank or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Bank automatically without any action by any Person, and Bank shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. Pledgor In such case, Borrower shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Bank may request or as may be otherwise required or desirable to enable Bank to exercise such rights and receive such dividends. In addition, Bank is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Borrower, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Bank or PledgorBorrower, as Secured Party Bank may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party Bank pursuant to the provisions of this Section 2.2(c7A(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Bank as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (i) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (ii) Pledgor shall be entitled to receive and retain any and all Company Rights to Payments paid in cash dividends and/or distributions in respect of the Pledged Collateral; provided, however, that, any and all Company Rights to Payments (other than with respect to ULC Shares) paid or payable on other than in cash (including, without limitation, stock and liquidating dividends) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests or other ownership interests of any Issuer or any other Person or received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, amalgamation, consolidation, acquisition, transfer, sale or disposition of any Issuer or the Pledged Collateral or other exchange of assets to which Pledgor or any Issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Collateral., shall be, and shall promptly, and in any event within two (2) Business Days of receipt thereof, be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party in the exact form received with any necessary endorsement or appropriate stock powers duly executed in blank, to be held by Secured Party as Pledged Collateral; (biii) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders, interest orders and other instruments (other than with respect to ULC Shares) as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends Company Rights to Payments that Pledgor is authorized to receive and retain pursuant to Section 3(a); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders, interest orders and other instruments and documents (other than with respect to ULC Shares) as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the Company Rights to Payments in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cb) Upon the occurrence and during the continuation of an Event of Default, : (i) all rights of the Pledgor to exercise voting and/or consensual rights and powers and/or receive the Company Rights to receive dividends Payments (other than with respect to ULC Shares) that Pledgor is entitled authorized to exercise and/or receive and retain pursuant to this Section 2.2 3(a)(ii) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to receive and retain such Company Rights to Payments. Upon notice by the Secured Party to the Pledgor, the Secured Party may elect to terminate the Pledgor’s rights to exercise the voting and/or consensual rights and powers that Pledgor is entitled to exercise pursuant to Section 3(a)(i) and upon the delivery of such notice, the Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders, interest orders and other instruments and documents as Secured Party may request to enable Secured Party to exercise such rights and receive such Company Rights to Payments. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered Company Rights to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the LendersPayments. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(b)(i) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the Pledged Collateral and shall be applied in accordance with the provisions hereof and the Loan Agreement; (ii) without limiting the generality of the foregoing, Secured Party may at its option (other than with respect to ULC Shares) exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral (other than, except as otherwise expressly allowed hereunder, voting rights pertaining to the Pledged Collateral or any part thereof), as if it 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, amalgamation, consolidation, reorganization, recapitalization or other adjustment of any Issuer, or upon the exercise by any Issuer 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 it may determine and any and all rights to dissolve any Issuer or to compel distribution of any Issuer’s assets; and (iii) all Company Rights to Payments of any kind in respect of Pledged Collateral (other than with respect to ULC Shares) which are received by Pledgor contrary to the provisions of subsection (b)(i) and (b)(ii) of this section shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to Secured Party as Pledged Collateral in the exact form received, to be held by Secured Party as Pledged Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, and subject to the terms provisions of this the Employment Agreement between Pledgor and Lender dated February 23, 2000, as it may from time to time be amended (i"Employment Agreement"): (a) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Stock or any part thereof, and subject to the terms hereof; (iib) Subject to Section 3(d) hereof, Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral.Pledged Stock; provided, however, that Lender shall be entitled to apply any cash dividends payable on the Pledged Stock to any amounts then due under the Note and outstanding; and provided further, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Pledged Stock, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Lender or received in exchange for the Pledged Stock or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Lender may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Stock, shall be retained by Lender, or, if delivered to Pledgor, shall be held in trust for the benefit of Lender and forthwith delivered to Lender and shall be considered as part of the Pledged Stock for all purposes of this Pledge Agreement; (bc) Each party hereto Lender shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgor may reasonably request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it which Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) above and/or to receive the dividends that which Pledgor is authorized to receive and retain pursuant to Section 3(b) above; and Pledgor shall execute and deliver to Lender such instruments as may be required or may be reasonably requested by Lender to enable Lender to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b) above; and (cd) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 3(a) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to Section 3(b) above shall cease, at the option of Lender, and all such rights shall thereupon become vested in Lender, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that and retain such dividends. In such case Pledgor is entitled shall execute and deliver such documents as Lender may reasonably request to enable Lender to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Partyreceive such dividends. In addition, for its benefit and Lender is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party Lender may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party Lender pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Lender as part of the CollateralPledged Stock and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, occurred and is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i) Pledgor shall be entitled to exercise all voting and/or consensual rights and powers relating to the Collateral; provided, however, that Pledgor will not be entitled to exercise any such right if the result thereof could materially and adversely affect the rights inuring to a holder of the Collateral or the rights and remedies of the Agent or any of the Lenders under this Agreement, the Loan Agreement or any other Loan Document or the ability of the Agent or any of the Lenders to exercise the same and (ii) Pledgor shall be entitled to receive and retain and to utilize in accordance with the Loan Agreement cash dividends and/or distributions payable on the Collateral to the extent, and only to the extent, that such cash dividends are permitted by, and otherwise paid in accordance with, the terms and conditions of this Agreement, the Loan Agreement, the other Loan Documents and applicable law. All noncash dividends, and all dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, return of capital, capital surplus or paid-in surplus, and all other distributions (other than dividends and distributions referred to in the preceding sentence) made on or in respect of the Collateral, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock or partnership interests of the issuer of any Collateral or received in exchange for the Collateral or any part thereof, or in redemption thereof, or as a result of any merger, amalgamation, arrangement, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by Pledgor, to the extent required to be paid to the Agent pursuant to the terms of the Loan Agreement or the other Loan Documents, shall not be commingled by 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 Agent and shall be forthwith delivered to the Agent in the same form as so received (with any necessary endorsement). (b) Each party hereto shall execute and deliver (or cause to be executed and delivered) to the other party such proxies, powers of attorney, dividend orders and other instruments as such other party may request in writing for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any upon notice to Pledgor or action by or on behalf of Secured Party or any other Personto Pledgor, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, as part of the Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Pledged Collateral.; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Pledgor, any Subsidiary of Pledgor or any other Person or received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Pledged Collateral or other exchange of assets to which Pledgor, any Subsidiary of Pledgor or any other Person may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Pledged Collateral for all purposes of this Agreement; (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may request or as may be otherwise required or desirable to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralPledged Collateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i: 4(a) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and (iisubject to the terms hereof. 4(b) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral to which it is entitled to receive and retain under the Exchange Agreement and the Documents; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company 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 the Company may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Security Agent, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Parties and forthwith delivered to Security Agent and shall be considered as part of the Collateral for all purposes of this Agreement. (b4(c) Each party hereto Security Agent shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it which Pledgor is entitled to exercise pursuant to this Agreement Section 4(a) above and/or to receive the dividends that which Pledgor is authorized to receive and retain pursuant to Section 4(b) above; and Pledgor shall execute and deliver to Security Agent such instruments as may be required or may be requested by Security Agent to enable Security Agent to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSection 4(b) above. (c4(d) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 4(a) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to Section 4(b) above shall cease, at the option of Security Agent (if so directed by Secured Parties), on not less than one (1) day's notice to Pledgor, and all such rights shall thereupon become vested in Security Agent, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that and retain such dividends. In such case Pledgor is entitled shall execute and deliver such documents as Security Agent may request to enable Security Agent to exercise and/or receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Partyreceive such dividends. In addition, for its benefit and Security Agent is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Security Agent or Pledgor, as Secured Party Security Agent may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party Security Agent pursuant to the provisions of this Section 2.2(c4(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Security Agent as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i) Pledgor Agreement, Guarantor shall be entitled to (i) exercise all voting and/or consensual rights and powers relating to the Collateral, and (ii) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral. (b) Each party hereto Guarantor shall execute and deliver (or cause to be executed and delivered) to the other party Secured Party such proxies, powers of attorney, dividend orders and other instruments as such other party may request for the purpose of enabling it to exercise the voting and/or consensual rights and powers that it is entitled to exercise pursuant to this Agreement and/or to receive the dividends that it is authorized to receive and retain pursuant to this Agreement. (c) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor Guarantor to exercise voting and/or consensual rights and powers and/or to receive dividends that Pledgor Guarantor is entitled to exercise and/or receive pursuant to this Section 2.2 3.2 shall cease immediately without any upon receipt of notice to Pledgor or action by or on behalf of Guarantor from Secured Party or any other PersonParty, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, automatically without any action by any Person. Pledgor Guarantor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or PledgorGuarantor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor Guarantor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lendersbenefit. Any and all money and other property received by Secured Party pursuant to the provisions of this Section 2.2(c3.2(c) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the Collateral.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is shall have occurred and be continuing, would result therefrom or be caused thereby, subject to the terms of this Agreement (i: 4(a) Pledgor Pledgors shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and (iisubject to the terms hereof. 4(b) Pledgor Pledgors shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of Company 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 Company may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgors, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement. (b4(c) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgors all such proxies, powers of attorney, dividend orders orders, and other instruments as such other party Pledgors may request for the purpose of enabling it Pledgors to exercise the voting and/or consensual rights and powers that it is which Pledgors are entitled to exercise pursuant to this Agreement SECTION 4(a) above and/or to receive the dividends that which Pledgors are authorized to receive and retain pursuant to SECTION 4(b) above; and Pledgors shall execute and deliver to Secured Party such instruments as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this AgreementSECTION 4(b) above. (c4(d) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor Pledgors to exercise the voting and/or consensual rights and powers which Pledgors are entitled to exercise pursuant to SECTION 4(a) above and/or to receive the dividends which Pledgors are authorized to receive and retain pursuant to SECTION 4(b) above shall cease, at the option of Secured Party (if so directed by Secured Party), on not less than five (5) day's notice to Pledgors, and all such rights shall thereupon become vested in Secured Party, who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled and retain such dividends. In such case Pledgors shall execute and deliver such documents as Secured Party may request to enable Secured Party to exercise and/or such rights and receive pursuant to this Section 2.2 shall cease immediately without any notice to Pledgor or action by or on behalf of such dividends. In addition, Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and is hereby appointed the benefit of the Lenders, automatically without any action by any Person. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-factfact of Pledgors, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Party or PledgorPledgors, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(cSECTION 4(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralCollateral or any part thereof, and subject to the terms hereof; (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Collateral.; PROVIDED, HOWEVER, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Borrower or any Subsidiary or Borrower or any other Person or received in exchange for the Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Collateral or other exchange of assets to which Borrower or any Subsidiary or Borrower or any other Person may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Collateral, shall be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the -4- benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Collateral for all purposes of this Agreement; (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement SECTION 3(A) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to SECTION 3(B); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.SECTION 3(B); and (cd) Upon the occurrence and continuation during the continuance of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 SECTION 3(A) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to SECTION 3(B) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights shall thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may request or as may be otherwise required or desirable to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence of and continuation during the continuance of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(cSECTION 3(D) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralCollateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (ia) Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to the CollateralPledged Collateral or any part thereof, and subject to the terms hereof; (iib) Pledgor shall be entitled to receive and retain cash dividends and/or distributions payable on the Pledged Collateral.; provided, however, that all other dividends (including, without limitation, stock and liquidating dividends), distributions in property, returns of capital and other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock, equity securities or other ownership interests of Pledgor, any Subsidiary of Pledgor or any other Person or received in exchange for the Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition, transfer, sale or disposition of the Pledged Collateral or other exchange of assets to which Pledgor, any Subsidiary of Pledgor or any other Person may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of the Pledged Collateral, shall, subject to the terms of the Master Subordination Agreement and the Junior Subordination Agreement, be retained by Secured Party, or, if delivered to Pledgor, shall be held in trust for the benefit of Secured Party and forthwith delivered to Secured Party and shall be considered as part of the Pledged Collateral for all purposes of this Agreement; (bc) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party Pledgor all such proxies, powers of attorney, dividend orders and other instruments as such other party Pledgor may request for the purpose of enabling it Pledgor to exercise the voting and/or consensual rights and powers that it Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b); and Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the dividends, distributions in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cd) Upon the occurrence and continuation of an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers and/or to receive dividends that Pledgor is entitled to exercise and/or receive pursuant to this Section 2.2 3(a) and/or to receive the dividends that Pledgor is authorized to receive and retain pursuant to Section 3(b) shall cease immediately immediately, without any notice to Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain such dividends. In such case, Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders and other instruments and documents as Secured Party may request or as may be otherwise required or desirable to enable Secured Party to exercise such rights and receive such dividends. In addition, Secured Party is hereby appoints Secured Party, for its benefit and appointed the benefit of the Lenders, its attorney-in-factfact of Pledgor, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividends. Any dividends, distributions in property, returns of capital and other distributions made on or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the Lenders. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(d) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the CollateralPledged Collateral and shall be applied in accordance with the provisions hereof.

Voting Rights, Dividends and Distributions. (a) So long as no Unless an Event of Default has occurred, is continuing, shall have occurred and be continuing or would result therefrom from or be caused thereby, subject to by any of the terms of this Agreement following: (i) Each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers relating or pertaining to its Pledged Collateral or any part thereof, subject to the Collateral, and terms hereof; (ii) Each Pledgor shall be entitled to receive and retain any and all Company Rights to Payments, including those paid in cash dividends and/or distributions payable on in respect of its Pledged Collateral; provided, however, that, any and all Company Rights to Payments paid or issued other than in cash (including, without limitation, stock and liquidating dividends) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any of its Pledged Collateral whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests or other ownership interests of any Issuer or any other Person or received in conversion or exchange for its Pledged Collateral or any part thereof or as a result of any merger, consolidation, conversion, acquisition, transfer, sale or disposition of any Issuer or its Pledged Collateral or other exchange of assets to which such Pledgor or any Issuer may be a party or otherwise, and any and all cash and other property received in exchange for or redemption of any of its Pledged Collateral., shall be, and shall promptly, and in any event within two (2) Business Days of receipt thereof, be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party in the exact form received with any necessary endorsement or appropriate equity powers duly executed in blank, to be held by Secured Party as Pledged Collateral; (biii) Each party hereto Secured Party shall execute and deliver (or cause to be executed and delivered) to the other party any applicable Pledgor all such proxies, powers of attorney, dividend orders, interest orders and other instruments as such other party Pledgor may request for the purpose of enabling it such Pledgor to exercise the voting and/or consensual rights and powers that it such Pledgor is entitled to exercise pursuant to this Agreement Section 3(a) and/or to receive the dividends Company Rights to Payments that such Pledgor is authorized to receive and retain pursuant to Section 3(a)(ii); and each Pledgor shall execute and deliver to Secured Party all proxies, powers of attorney, dividend orders, interest orders and other instruments and documents as may be required or may be requested by Secured Party to enable Secured Party to receive and retain the Company Rights to Payments in property, returns of capital and other distributions it is authorized to receive and retain pursuant to this Agreement.Section 3(b); and (cb) Upon the occurrence and continuation during the continuance of an Event of Default, : (i) all rights of any Pledgor to exercise voting and/or consensual rights and powers and/or receive the Company Rights to Payments that such Pledgor is authorized to receive dividends that Pledgor is entitled to exercise and/or receive and retain pursuant to this Section 2.2 3(a)(ii) shall cease immediately immediately, without any notice to any Pledgor or action by or on behalf of Secured Party or any other Person, and all such rights thereupon shall become vested solely and exclusively in Secured Party, for its benefit and the benefit of the Lenders, Party automatically without any action by any Person, and Secured Party shall have the sole and exclusive right and authority to receive and retain such Company Rights to Payments. Upon notice by the Secured Party to any Pledgor, the Secured Party may elect to terminate such Pledgor’s rights to exercise the voting and/or consensual rights and powers that such Pledgor is entitled to exercise pursuant to Section 3(a)(i) and upon the delivery of such notice, the Secured Party shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Each Pledgor shall execute and deliver such proxies, powers of attorney, dividend orders, interest orders and other instruments and documents as Secured Party may request to enable Secured Party to exercise such rights and receive such Company Rights to Payments and to exercise voting and/or consensual powers with respect to any Issuer. In addition, Secured Party is hereby appoints Secured Party, for its benefit appointed the true and the benefit of the Lenders, its lawful attorney-in-fact, for such Pledgor and in its name, place and stead, with full power of substitution and as fully and to the same extent and with the same effect as such Pledgor can, might or could do under Applicable Law, with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions upon or after the occurrence and continuation of an Event of Default, whether in the name of Secured Party, any Lender Party or such Pledgor, as Secured Party may consider necessary or desirable for the purpose of exercising such rights and receiving such dividendsCompany Rights to Payments. Any dividendsThe aforesaid power of attorney is irrevocable, distributions in propertycoupled with an interest, returns of capital durable and other distributions made on shall not be affected by the subsequent disability or in respect of the Collateral, and any and all cash and other property received in exchange therefor and/or redemption incapacity of any Collateral delivered to Pledgor in violation of this Agreement shall be held in trust for the benefit of the Secured Party, for its benefit and the benefit of the Lenders, and forthwith shall be delivered to Secured Party, for its benefit and the benefit of the LendersPledgor. Any and all money and other property paid over to or received by Secured Party pursuant to the provisions of this Section 2.2(c3(b)(i) shall be retained by Secured Party, for its benefit and the benefit of the Lenders, Party as part of the Pledged Collateral and shall be applied in accordance with the provisions hereof and the Loan Agreement; (ii) without limiting the generality of the foregoing, 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 (other than, except as otherwise expressly allowed hereunder, voting rights pertaining to the Pledged Collateral or any part thereof), as if it 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 any Issuer, or upon the exercise by any Issuer 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 it may determine and any and all rights to dissolve any Issuer or to compel distribution of any Issuer’s assets; and (iii) all Company Rights to Payments of any kind in respect of Pledged Collateral which are received by any Pledgor contrary to the provisions of subsection (b)(i) and (b)(ii) of this Section 3 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgors, and shall be forthwith paid over to Secured Party as Pledged Collateral in the exact form received, to be held by Secured Party as Pledged Collateral.