Common use of Voting Rights; Dividends; Etc Clause in Contracts

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: , each Grantor (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose purpose; provided, however, that such Grantor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms rights and remedies of the Agent or the other Secured Parties under this Agreement or the Secured Debt Documents. any other Loan Document and (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, provided that any such Grantor shall deliver and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered pledge to the Collateral Trustee to hold as, Security Collateral and shall, if received by Agent any such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property dividends or funds of such Pledgor and be forthwith delivered distributions that would constitute Pledged Equity to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboveextent required hereunder. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each Pledgor Grantor (xi) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i16(a)(i) shall, upon written notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (yii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii16(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor The Executive shall be entitled to exercise any and all of Executive's voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.Agreement; and notwithstanding (iiSection 3.1 but subject to Section 3.3(c) Each Pledgor shall be entitled to receive and retain free and clear of the security interest of Company hereunder, any and all of such dividends, interest and other distributions paid in respect permitted to all other holders of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Company's Common Stock. (iiib) The Collateral Trustee will Company shall execute and deliver (or cause to be executed and delivered) to each Pledgor the Executive all such proxies and other instruments as such Pledgor Executive may reasonably request for the purpose of enabling such Pledgor the Executive to exercise the voting and other rights that it he is entitled to exercise pursuant to paragraph (ia) above and to receive the dividends or dividends, interest payments and other distributions that it he is authorized to receive and retain pursuant to paragraph (iia) above. (bc) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All all rights of each Pledgor (x) the Executive to exercise or refrain from exercising the voting and other consensual rights that it he would otherwise be entitled to exercise pursuant to Section 9(a)(i3.3(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease hereof and (y) to receive the dividends, interest and other distributions that it he would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii3.3(a) hereof shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, Company which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest interest, and other distributions. (ii) All ; and all dividends, interest and other distributions that which are received by any Pledgor Executive contrary to the provisions of this paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral TrusteeCompany, shall be segregated from other funds of such Pledgor Executive, and shall be forthwith paid over to the Collateral Trustee as Security Collateral Company in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default and no event of default under any other Parity Lien Debt (as defined in Section 11) shall have occurred and be continuing: (ia) Each Pledgor prior to receipt of a written notice from Collateral Agent, Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement and the Credit Agreement; provided, however, that each Pledgor shall give Collateral Agent at least five (5) days’ prior written notice of the manner in which it intends to exercise any such right; provided, further, however, that neither (i) the voting by a Pledgor of any Pledged Shares for, or a Pledgor’s consent to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (ii) a Pledgor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Debt DocumentsParties), within the meaning of this Section 6.1(a), and no notice of any such voting or consent need be given to Collateral Agent. (iib) Each Pledgor The Pledgors shall be entitled to receive and retain retain, and to utilize free and clear of the Lien of this Agreement, any and all dividends, distributions, principal and interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsPledged Collateral; provided, however, that any and all dividends, interest dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, equity securities shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Pledged Collateral and shall, if received by such a Pledgor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iiic) The In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 6.1(a) above and to receive the dividends, distributions, principal or interest payments which they are authorized to receive and retain pursuant to Section 6.1(b) above, Collateral Trustee will Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to each such Pledgor all such proxies proxies, dividend payment orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboverequest. (bd) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All Upon written notice from Collateral Agent to a Pledgor, all rights of each such Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i6.1(a) shallabove shall cease, upon notice and all such rights shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights during the continuance of such Event of Default. (ii) Other than amounts to be used by a Pledgor by to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to subsection 8.5 of the Collateral TrusteeCredit Agreement, cease and (y) all rights of a Pledgor to receive the dividends, distributions, principal and interest and other distributions that payments which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6.1(b) above shall automatically cease, cease and all such rights shall thereupon become vested in the Collateral Trustee, which Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions, principal and interest payments during the continuance of such Event of Default. (e) In order to permit Collateral Agent to receive all dividends and other distributions to which it may be entitled under Section 6.1(d) above, to exercise or refrain from exercising such the voting and other consensual rights which it may be entitled to exercise pursuant to Section 6.1(d) above, and to receive and hold as Security Collateral such all dividends, distributions, principal and interest payments and other distributionsdistributions which it may be entitled to receive under Section 6.1(b) above, each Pledgor shall, if necessary, upon written notice from Collateral Agent, from time to time execute and deliver to Collateral Agent appropriate proxies, dividend payment orders and other instruments as Collateral Agent may reasonably request. (iif) All dividends, distributions, principal and interest and other distributions that payments which are received by any either Pledgor contrary to the provisions of paragraph (iSection 6.1(d) of this Section 9(b) above shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of Section 5 hereof, so long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingGE has not given the notice referred to in paragraph (b) below: (i) Each A. The Pledgor shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers with respect to TPI or other Pledged Property of the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each B. The Pledgor shall be entitled to receive and retain any and all dividends, interest and dividends or other distributions paid payable in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; providedCollateral, howeverwhether paid in cash, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)TPI. (iii) The Collateral Trustee will C. GE shall execute and deliver (deliver, or cause to be executed and delivered) , to each Pledgor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above and to receive the dividends or interest payments that and distributions which it is authorized to receive and retain pursuant to paragraph clause (iiB) above. (b) Upon the occurrence and notice from GE during the continuance existence of an Event of Default or an event of default under any other Parity Lien Debt: (i) All a Default, and so long as the same shall be continuing, all rights of each and powers which the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 9(a)(i6(a)(A) shallhereof, upon notice to such and all rights of the Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain dividends and distributions pursuant to Section 9(a)(ii6(a)(B) hereof, shall automatically forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Trustee, GE which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and other consensual rights powers and to receive such dividends and hold as Security Collateral such dividends, interest distributions. Any and all money and other distributions. (ii) All dividends, interest and other distributions that are property paid over to or received by any Pledgor contrary GE pursuant to the provisions of this paragraph (i) of this Section 9(bb) shall be received applied in trust for accordance with the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingcontinuing and Trustee shall not have delivered to Pledgor notice of its election to exercise the rights set forth in subsection (b) below: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt DocumentsIndenture. (ii) Each Pledgor shall be entitled to receive and retain Except as otherwise expressly permitted in the Indenture, any and all dividendsinstruments, interest chattel paper and other distributions paid in respect of the Security Collateral of such Pledgor if rights, property or proceeds and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable products (other than in cash in respect of, and instruments and other property or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Security Pledged Collateral, shall be, be and shall be forthwith delivered to, prior to the Collateral Trustee Loan Agreement Termination, the Agent, and after the Loan Agreement Termination, the Trustee, to hold asas Pledged Collateral, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to, prior to the Collateral Trustee Loan Agreement Termination, the Agent, and after the Loan Agreement Termination, the Trustee, as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee will shall promptly upon request execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it which Pledgor is entitled to exercise pursuant to paragraph (i) above above, and to receive the dividends or interest payments that it which Pledgor is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All Except as otherwise expressly permitted in the Indenture, all rights of each Pledgor (x) to receive and retain any cash dividends and distributions pursuant to subsection 6(a)(ii), and to exercise or refrain from exercising the voting and other consensual rights that it which Pledgor would otherwise be entitled to exercise pursuant to Section 9(a)(i) shallsubsection 6(a)(i), shall cease to be effective upon written notice by Trustee to such Pledgor by the Collateral of Trustee, cease and (y) 's intent to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically ceaseexercise its rights hereunder, and all upon delivery of such rights notice shall thereupon become vested in the Collateral Trustee, which Trustee who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and the sole right to receive and hold as Security Pledged Collateral such dividendsdividends (and, interest to the extent permissible, apply them to payment of the Secured Obligations). In order to effect such transfer of rights, Trustee shall have the right, upon such notice, to date and other distributionspresent to the applicable Issuer an irrevocable proxy executed by Pledgor substantially in the form attached hereto as Exhibit A (a "Proxy"). (ii) All dividendsExcept as expressly permitted in the Indenture, interest and other distributions that all dividends which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(bsubsection 6(b) shall be received in trust for the benefit of Trustee (for the Collateral Trusteebenefit of Noteholders), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to, prior to the Collateral Trustee Loan Agreement Termination, the Agent, and after the Loan Agreement Termination, the Trustee, as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default exists under any other Parity Lien Debt shall have occurred and be continuingthe Note: (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt DocumentsPledged Shares. (ii) Each The Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid dividends in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; Pledged Shares, provided, however, that any and all dividends, interest and other distributions dividends paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall bePledged Shares, and any and all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus shall be forthwith delivered to the Collateral Trustee Pledgee to hold asas collateral as if such were Pledged Shares (such Collateral, Security Collateral together with the Pledged Shares, the "Pledged Collateral") and shall, if received by such the Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of such Pledgor the Pledgor, and be forthwith delivered to the Collateral Trustee Pledgee as Security Pledged Collateral in the same form for as so received (with any necessary indorsement). (iiib) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor Upon the occurrence of a default under the Note, all such proxies and other instruments as such Pledgor may reasonably request for rights of the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(iy(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that dividends which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which Pledgee who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral Pledged collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that all dividends which are received by any the Pledgor contrary to the provisions of paragraph (i) of this Section 9(b(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other such distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received of certificates or instruments will be delivered (with any necessary indorsement)) to the Collateral Agent, within 30 days of such distribution, as Security Collateral. (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i14(a)(i) shall, upon written notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b14(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each the Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.purpose; (ii) Each the Pledgor shall be entitled to receive retain and retain use any and all cash dividends paid on the Collateral, but any and all stock and/or liquidating dividends, interest and other distributions paid in property, or other distributions made on or in respect of the Security Collateral Collateral, whether as a result of such Pledgor if any merger, consolidation, acquisition or other exchange of assets, or otherwise, shall be and to the extent that the payment thereof is not otherwise prohibited by the terms become part of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shallpledged hereunder and, if received by such the Pledgor, shall be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Secured Party and held by the Secured Party as Security Collateral in collateral subject to the same form as so received (with any necessary indorsement). (iii) terms and conditions of this Agreement. The Collateral Trustee will Secured Party agrees to execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to each Pledgor the Pledgor, as appropriate, all such proxies proxies, powers of attorney, and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights that it powers which Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments that it which Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other and/or consensual rights that it would otherwise be and powers which Pledgor is entitled to exercise pursuant to Section 9(a)(isubsection (a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) above and/or to receive the dividends, interest and other distributions that it would otherwise be dividends which Pledgor is authorized to receive and retain pursuant to Section 9(a)(iisubsection (a)(ii) above shall automatically cease, and all such rights thereupon shall thereupon become immediately vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting Secured Party. Any and all money and other consensual rights and property paid over to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are or received by any Pledgor contrary the Secured Party pursuant to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received in trust for retained by the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Secured Party as Security Collateral in the same form as so received (with any necessary indorsement)additional collateral hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt (as defined below) shall have occurred and be continuingcontinuing and notwithstanding any other section hereof: (i) Each the Pledgor shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers, including subscription rights, accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or any agreement giving rise to any of the Secured Debt Documents.Indenture Obligations; (ii) Each the Pledgor shall be entitled to receive receive, retain and retain use any and all dividends, interest and distributions or other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited payments which are permitted by the terms of Senior Note Indenture and paid on the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid Pledged Collateral in cash or payable property (other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered securities which are subject to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementthis Agreement).; and (iii) The Collateral the Senior Note Trustee will shall execute and deliver (to the Pledgor or cause to be executed and delivered) delivered to each Pledgor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such Pledgor it to exercise the voting or consensual rights and other rights that it powers which the Pledgor is entitled to exercise pursuant to paragraph the foregoing subparagraph (i) above and or to receive the dividends dividends, distributions or interest other payments that it which the Pledgor is authorized to receive and retain pursuant to paragraph the foregoing subparagraph (ii) above). (b) Upon the occurrence of an Event of Default, but prior to the receipt of all applicable Approvals by the Senior Note Trustee or the Holders, the Pledgor shall be entitled to exercise the rights provided in Section 6(a)(i) hereof. (c) Upon the occurrence and during the continuance of an Event of Default or an event and in the case of default under any other Parity Lien Debt: (i) All voting and consensual rights, upon receipt of all applicable Approvals, all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other or consensual rights that it and powers which the Pledgor would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 9(a)(i6(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (ySection 6(b) hereof and to receive the dividends, interest distributions and other distributions that it payments which the Pledgor would otherwise be authorized to receive and retain pursuant to subsection (ii) of Section 9(a)(ii6(a) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Senior Note Trustee, which shall thereupon then have the sole and exclusive right and authority to exercise or refrain from exercising all such voting and other consensual rights and powers and to receive and hold retain as Security Pledged Collateral all such dividends, interest distributions and other distributions. (ii) All dividends, interest payments. Any and all money and other distributions that property paid over to or received by the Senior Note Trustee pursuant to the provisions of this Section 6(c) shall be retained by the Senior Note Trustee as Pledged Collateral hereunder and shall be administered and applied in accordance with the provisions of this Pledge Agreement and the Senior Note Indenture. All dividends and interest payments which are received by any the Pledgor contrary to the provisions of paragraph this subsection (i) of this Section 9(bc) shall be received in trust for the benefit of the Collateral Senior Note Trustee, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Senior Note Trustee as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event Default under Section 6.01(a) or (e) of Default and no event of default under any other Parity Lien Debt the Credit Agreement shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed certificates in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event a Default under Section 6.01(a) or (e) of Default or an event of default under any other Parity Lien Debtthe Credit Agreement: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i12(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent for the benefit of the Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b12(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt (as hereinafter defined) shall have occurred and be continuing: (i) Each , Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Pledged Membership Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement and from time to time, upon request from Pledgor, Pledgee shall deliver to Pledgor suitable proxies so that Pledgor may cast such votes or the Secured Debt Documentsconsents. (iib) Each Upon the occurrence (but only during the continuation) of any Event of Default, all the rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a) hereof shall cease, and all such rights shall thereupon become vested in Pledgee who shall thereupon have the sole right, but not the obligation, to exercise such voting and other consensual rights. (c) Unless an Event of Default shall have occurred and remains uncured, Pledgor shall be entitled to receive for its own use all cash dividends or distributions or other payments on or associated with the Pledged Membership Interests. Upon the occurrence of an Event of Default and retain prior to any and all dividendscure thereof, interest and other Pledgee may require any such cash dividends or distributions paid in respect to be delivered to Pledgee as additional security hereunder or applied toward the satisfaction of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, Obligations. The foregoing shall be, and shall be forthwith delivered to the Collateral Trustee Pledgee to hold be held by Pledgee as, Security Collateral Pledged Membership Interests and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Pledgee as Security Collateral Pledged Membership Interests in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event Default under Section 6.01(a) or (e) of Default and no event of default under any other Parity Lien Debt the Credit Agreement shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed certificates in respect of, or in exchange for, any Security Collateral, shall beshall, to the extent permitted by and shall in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral and shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event a Default under Section 6.01(a) or (e) of Default or an event of default under any other Parity Lien Debtthe Credit Agreement: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i12(a)(i) shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent for the benefit of the Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b12(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided, however, that the Pledgor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of this Agreement the Security Collateral or the Secured Debt Documentsany part thereof. (ii) Each The Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Financing Documents; provided, however, that any and all all: (A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Security Collateral shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Collateral and shall, if received by such the Pledgor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such the Pledgor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i8(a)(i) shall, upon notice to such the Pledgor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii8(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any the Pledgor contrary to the provisions of paragraph (i) of this Section 9(b8(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Obligor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Obligor or any part thereof for any purpose not inconsistent with the terms in violation of this Agreement or the Secured Debt other Loan Documents.; (ii) Each Pledgor Obligor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Obligor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such PledgorObligor, be received in trust for the benefit of the Collateral TrusteeAdministrative Agent and, if required by Section 5.05, promptly be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Administrative Agent and held as Security Collateral in the same form as so received (with any necessary indorsementendorsements).; and (iii) The Collateral Trustee Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Obligor all such proxies and other instruments as such Pledgor Obligor may reasonably request for the purpose of enabling such Pledgor Obligor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or dividends, interest and other payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject to the Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Obligor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i6.13(a) shall, upon notice to such Pledgor Obligor by the Collateral TrusteeAdministrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6.13(a) shall automatically shall, upon notice to such Obligor by the Administrative Agent, cease, and all such rights shall thereupon become vested in the Collateral TrusteeAdministrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Obligor contrary to the provisions of paragraph (i) of this Section 9(b6.13(b) shall be received in trust for the benefit of the Collateral TrusteeAdministrative Agent, shall be segregated from other funds of such Pledgor Obligor and shall be forthwith paid over to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. in Respect of Subsidiary Shares. (a) So long as no Default or Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to continuing Debtor may receive and retain any and all dividends, dividends or interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsSubsidiary Shares; provided, however, that any and all dividends, all (i) dividends and interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Subsidiary Shares, (ii) dividends and other distributions paid or payable in cash in respect of any Subsidiary Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Security CollateralSubsidiary Shares, shall be, and shall forthwith be forthwith delivered to the Collateral Trustee Secured Party to hold as, Security Collateral Subsidiary Shares and shall, if received by such PledgorDebtor, be received in trust for the benefit of the Collateral TrusteeSecured Party, be segregated from the other property or funds of such Pledgor Debtor, and be forthwith delivered to the Collateral Trustee as Security Collateral Secured Party in the same exact form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (indorsement or cause appropriate stock powers duly executed in blank, to be executed and delivered) to each Pledgor all such proxies and other instruments held by Secured Party as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboveCollateral. (b) Upon the occurrence and during the continuance of a Default or an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) Debtor to receive and retain the dividends, dividends and interest and other distributions that payments which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, Secured Party which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral Subsidiary Shares such dividends, dividends and interest and other distributions.payments; (ii) All dividendswithout 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 Subsidiary Shares as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Subsidiary Shares 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 Subsidiary Shares, and, in connection therewith, to deposit and deliver any and all of the Subsidiary Shares with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends and interest and other distributions that payments which are received by any Pledgor Debtor contrary to the provisions of paragraph subsection (ib)(i) of this Section 9(b) section shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from other funds of such Pledgor Debtor, and shall be forthwith paid over to the Collateral Trustee Secured Party as Security Collateral Subsidiary Shares in the same exact form received, to be held by Secured Party as so received (Collateral. Anything herein to the contrary notwithstanding, Debtor may at all times exercise any and all voting rights pertaining to the Subsidiary Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or any necessary indorsement)other Obligation Document.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Pledged Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsFirst Lien Agreements; provided, however, provided that any and all non-cash dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Pledged Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Pledged Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i2.12(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii2.12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Pledged Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b2.12(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingexists: (i) Each each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and Loan Documents or any agreement giving rise to the extent that the payment thereof is not or otherwise prohibited by the terms relating to any of the Secured Debt DocumentsObligations; provided, however, that no Pledgor shall exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Collateral in the reasonable judgment of the Administrative Agent; and (ii) each Pledgor shall be entitled to retain and use, free of any Lien in favor of the Administrative Agent or any Secured Party, any and all dividends, interest and other cash distributions paid on the Pledged Collateral, but any and all distributions in property and distributions in the nature of a liquidating distribution or payable return of capital, whether resulting from a subdivision, combination or reclassification of outstanding Equity Interests which are pledged hereunder or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other than in cash in respect ofexchange of assets or on the liquidation, and instruments and other property receivedwhether voluntary or involuntary, receivable or otherwise distributed in respect ofof any Issuer, or in exchange for, any Security Collateralotherwise, shall be, be and shall be forthwith delivered to become part of the Pledged Collateral Trustee to hold as, Security Collateral and shallpledged hereunder and, if received by such Pledgor, shall forthwith be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Administrative Agent to be held as collateral subject to the terms and conditions of this Agreement. The Administrative Agent agrees promptly upon request to deliver to the applicable Pledgor all distributions paid on the Pledged Collateral Trustee as Security Collateral in received by it that such Pledgor is entitled to receive pursuant to clause (ii) above, and the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will Administrative Agent agrees to execute and deliver (to each Pledgor, or cause to be executed and delivered) delivered to each Pledgor such Pledgor, as appropriate, at the sole cost and expense of such Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and other rights that it powers which such Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments that it distributions and other amounts which such Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of If an Event of Default or an event of default under any other Parity Lien Debt: (i) All exists, then upon written notice to the Pledgors, all rights of each Pledgor (x) the Pledgors to exercise or refrain from exercising the voting and/or consensual rights and powers which the Pledgors are entitled to exercise pursuant to subsection (a)(i) above and/or to receive the distributions and other amounts which the Pledgors are authorized to receive and retain pursuant to subsection (a)(ii) above shall cease (other than in respect of distributions that are permitted to be paid following an Event of Default (as defined in the Credit Agreement) pursuant to Section 9.1.(i) of the Credit Agreement (such distributions, “Permitted Distributions”), and all such rights thereupon shall become immediately vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights that it would and powers which the Pledgors shall otherwise be entitled to exercise pursuant to Section 9(a)(isubsection (a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) above and/or to receive and retain the dividends, interest distributions and other distributions that it would amounts which the Pledgors shall otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trusteeabove (other than Permitted Distributions, which shall thereupon have continue to be permitted to be retained and then paid by the sole right to exercise or refrain from exercising such voting applicable Pledgor). Any and all money and other consensual rights and property paid over to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are or received by any Pledgor contrary the Administrative Agent pursuant to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received retained by the Administrative Agent as additional collateral hereunder and shall be applied in accordance with the provisions of Section 8 of this Agreement. If any Pledgor shall receive any distributions or other property which it is not entitled to receive under this Section, such Pledgor shall hold the same in trust for the benefit of Administrative Agent and the Collateral Trusteeother Secured Parties, shall be segregated from without commingling the same with other funds or property of or held by such Pledgor Pledgor, and shall be forthwith paid over promptly deliver the same to the Collateral Trustee as Security Collateral Administrative Agent in the same identical form as so received (received, together with any necessary indorsement)endorsements.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Transaction Documents; provided, howeverthat, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral (to the extent it is not Excluded Property) and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request in writing for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i13(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (yB) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii13(a)(ii) shall automatically cease, and all such rights shall shall, subject to the Intercreditor Agreement, thereupon become vested in the Collateral TrusteeAgent for the benefit of the Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b13(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event Subject to paragraph (d) of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each this Section 6, the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Pledged Interests or any other stock or member interests that becomes part of the Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt other Senior Indebtedness Documents. (iib) Each Subject to paragraph (e) of this Section 6 and Section 3 hereof, the Pledgor shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Senior Indebtedness Documents any and all dividends, interest and other distributions dividends paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iiic) The Collateral Trustee will Secured Party shall execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends or and interest payments that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof. (bd) Upon the occurrence and during the continuance of an any Event of Default Default, the Secured Party shall have the right in its sole discretion, and the Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or an event of default under any other Parity Lien Debt: (i) All appropriate to give effect to such right, to terminate all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i6(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically ceasehereof, and all such rights shall thereupon become vested in the Collateral Trustee, which Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Secured Obligations or any part thereof. (e) Upon the occurrence and during the continuance of any Event of Default following written notice from the Secured Party to the Pledgor of revocation of the Pledgor’s rights under Section 6(b) hereof (provided that no such notice shall be required in the case of an Event of Default under Section 10.1(e) or (f) of the Credit Agreement, Section 7A(viii), (ix) or (x) of the Prudential Note Purchase Agreement and Section 7A(viii), (ix) or (x) of the NY Life Note Purchase Agreement): (i) all rights of the Pledgor to receive the dividends and interest that it would otherwise be authorized to receive and retain pursuant to Section 6(b) hereof shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to receive and hold such dividends as Security Collateral such dividendsCollateral, interest and other distributions.and (ii) All dividends, all payments of interest and other distributions dividends that are received by any the Pledgor contrary to the provisions of paragraph (i) of this Section 9(b6(e) shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Trustee Secured Party as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each The appropriate Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Collateral of such Pledgor Pledged Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentshereof, at all times, except as expressly provided in paragraph (c) below. (iia) Each Pledgor All dividends or distributions of any kind whatsoever (other than cash dividends or distributions paid while no Event of Default is continuing) received by a Pledgor, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect become part of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, Pledged Securities pledged hereunder and shall immediately be forthwith delivered to the Collateral Trustee Administrative Agent to hold as, Security Collateral be held subject to the terms hereof. All dividends and shall, if distributions which are received by such Pledgor, contrary to the provisions of this subsection (b) shall be received in trust for the benefit of the Collateral TrusteeAdministrative Agent, be the Canadian Agent, the Issuing Bank and the Lenders, segregated from the other property or funds of such Pledgor Pledgor's own assets, and shall be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboveAdministrative Agent. (b) Upon the occurrence and during the continuance of an Event of Default or an event and notice from the Administrative Agent of default under any other Parity Lien Debt: the transfer of such rights to the Administrative Agent, all rights of a Pledgor (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other and/or consensual rights that and powers which it would otherwise be is entitled to exercise pursuant to this Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (yii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) cash dividends and distributions shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAdministrative Agent, which shall thereupon have the sole and exclusive right and authority to exercise or refrain from exercising such voting and other and/or consensual rights and to receive such cash dividends and hold distributions until such time as Security Collateral such dividends, interest and other distributionsEvent of Default has been cured. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Collateral Investment Property of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Note Purchase Document.; provided, however, that such Grantor shall not exercise or refrain from exercising any such right, if such action would have a material adverse effect on the Secured Debt Documentsvalue of the Investment Property or any part thereof. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral Investment Property of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of this Agreement or any of the Secured Debt other Note Purchase Documents; provided, however, that any and all all (A) dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security CollateralInvestment Property, (B) dividends and other distributions paid or payable in cash in respect of any Investment Property in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Investment Property shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent and the other Secured Parties, be segregated from the other property or funds of such Pledgor Grantor, and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement or assignment). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (iSection 6.03(a)(i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (iiSection 6.03(a)(ii) above. (b) Upon the occurrence and during the continuance of If an Event of Default or an event of default under any other Parity Lien Debtshall have occurred and be continuing: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i6.03(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6.03(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b6.03(b)(i) shall be received in trust for the benefit of the Collateral TrusteeAgent and the other Secured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement or assignment). (c) The Agent shall have the right at any time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends, interest and other distributions which it may be entitled to receive hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Agent all proxies, dividend payment orders and other instruments as the Agent may from time to time reasonably request and each Grantor acknowledges that the Agent may utilize the power of attorney set forth herein. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that an Event of Default or Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property directly to the Agent. (e) If an Event of Default shall have occurred and be continuing, the Agent shall be authorized to send to each securities intermediary, commodity intermediary, bank or Issuer of an uncertificated security that is party to a Control Agreement, a notice that the Agent has exclusive control and dominion under such Control Agreement (or any comparable notice permitted under such Control Agreement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose purpose; provided that such Grantor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of this Agreement the Security Collateral or the Secured Debt Documentsany part thereof. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Note Purchase Documents; provided, however, provided that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security CollateralCollateral received after the date hereof, shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i11(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b11(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. Pledgor agrees to deliver all Distributions at any time received by it to the Secured Party to be held as Collateral hereunder and, in addition, to deliver (properly endorsed where required hereby or requested by the Secured Party) to the Secured Party: (a) So long after any Default shall have occurred and be continuing or if any Default shall occur as no Event a result thereof, promptly upon receipt thereof by Pledgor and without any request therefor by the Secured Party, all Dividends, all other cash payments and all proceeds of the Collateral, all of which shall be held by the Secured Party as additional collateral for use in accordance with Section 5.4; and (b) after any Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each , promptly upon request of the Secured Party, such proxies and other documents as may be necessary to allow the Secured Party to exercise the voting power with respect to any share of capital stock constituting Collateral; provided, however, that unless a default shall have occurred and be continuing or result therefrom, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of this the Purchase Agreement or any other Loan Document (including this Agreement), the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Collateral (subject to Pledgor's obligation to deliver to the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest Party such Pledged Shares and other distributions paid shares in respect of the Security Collateral of such pledge hereunder). All Dividends, Distributions, cash payments and proceeds which may at any time and from time to time be held by Pledgor if and but which Pledgor is then obligated to deliver to the extent that the payment thereof is not otherwise prohibited by the terms of Secured Party, shall, until delivery to the Secured Debt Documents; providedParty, however, that any be held by Pledgor separate and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and apart from its other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor Secured Party. The Secured Party agrees that unless a Default shall have occurred and be forthwith delivered to continuing, the Collateral Trustee as Security Collateral in Secured Party shall, upon the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and written request of Pledgor, promptly deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments documents, if any, as such shall be reasonably requested by Pledgor may reasonably request for the purpose of enabling such which are necessary to allow Pledgor to exercise voting power with respect to any share of capital stock (including Pledged Shares) constituting Collateral; provided, however that no vote shall be cast, or consent, waiver or ratification given, or action taken by Pledgor that would impair any Collateral or be inconsistent with or violate any provision of the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends Purchase Agreement or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: Loan Document (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of including this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementAgreement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt hereunder shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights (if any) pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with prohibited by the terms of this Agreement or the Secured Debt Documents.Agreement; and (ii) Each except as otherwise provided in Sections 4(b) and 7(c) hereof, Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property receivedfrom time to time paid, receivable payable or otherwise distributed in respect of, or in exchange for, any Security of the Pledged Collateral, shall be, and shall be forthwith delivered . (b) Pledgor hereby irrevocably appoints the Secured Party as Pledgor's proxyholder with respect to the Pledged Shares and any other voting securities forming a part of the Pledged Collateral Trustee with full power and authority to hold as, Security Collateral vote such Pledged Shares and shall, if received by other voting securities and to otherwise act with respect to such Pledged Shares or other voting securities on behalf of such Pledgor, provided that this proxy shall only be received in trust operative upon the occurrence of an Event of Default and so long as such Event of Default continues. Such proxy shall be irrevocable for the benefit so long as any of the Collateral Trustee, be segregated from the other property or funds of such Secured Obligations remain in existence. Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will shall execute and deliver (or cause to be executed and delivered) to each Pledgor the Secured Party all such proxies and other instruments as such Pledgor the Secured Party may reasonably request for the purpose of enabling such Pledgor the Secured Party to exercise the voting and other rights that which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above.this Section 7(b); and (bc) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All hereunder, all rights of each the Pledgor (x) to exercise or refrain from exercising the voting receive and retain dividends, cash and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shallproperty, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it which they would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) 7(a)(ii), shall automatically cease, cease and all such rights shall thereupon become be vested in the Collateral TrusteeSecured Party, which who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Pledged Collateral such dividends, interest cash and other distributions. (ii) property. All dividends, interest cash and other distributions that are property received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b7(c) shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over delivered to the Collateral Trustee Secured Party as Security Pledged Collateral in the same form as so received (with any necessary indorsementtransfer documents or endorsements).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingthe Collateral Agent has not given the notice referred to in paragraph (b) below: (i) Each Pledgor A. The Pledgors shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights relating or pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided that each Pledgor agrees that it will not inconsistent with exercise any such right or power in any manner which would have a material adverse effect on the terms value of this Agreement or the Secured Debt DocumentsCollateral. (ii) Each Pledgor B. The Pledgors shall be entitled to receive and retain any and all dividends, interest and other distributions paid lawful dividends payable in respect of the Security Collateral which are paid in cash by any Issuer if such dividends are permitted by each of such Pledgor if the Financing Agreements, but all other dividends and to distributions (other than from the extent that sale of any of the payment thereof is not otherwise prohibited by Collateral, which amounts shall be applied in accordance with the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash Financing Agreements) in respect of, and instruments and of the Collateral or any part thereof made in shares of stock or other property receivedor representing any return of capital, receivable whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise distributed in respect of, or in exchange for, as a result of any Security Collateralexercise of any stock purchase or subscription right, shall bebe and become part of the Collateral hereunder and, and if received by any Pledgor, shall be forthwith delivered to the Collateral Trustee Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust held for the benefit purposes of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)this Agreement. (iii) C. The Collateral Trustee will Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each the applicable Pledgor all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above and to receive the dividends or interest payments that which it is authorized to receive and retain pursuant to paragraph clause (iiB) above. (b) Upon notice from the occurrence and Collateral Agent during the continuance existence of an Event of Default or an event of default under any other Parity Lien Debt: (i) All a Default, and so long as the same shall be continuing, all rights of each Pledgor (x) to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Pledgors are entitled to exercise pursuant to Section 9(a)(i5(a)(A) shallhereof, upon notice to such Pledgor by and all rights of the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized Pledgors to receive and retain dividends pursuant to Section 9(a)(ii5(a)(B) hereof, shall automatically forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Trustee, Agent which shall thereupon have have, during the existence of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and other consensual rights powers and to receive and hold as Security Collateral such dividends, interest . Any and all money and other distributions. (ii) All dividends, interest and other distributions that are property paid over to or received by any Pledgor contrary the Collateral Agent pursuant to the provisions of this paragraph (i) of this Section 9(bb) shall be received in trust for the benefit of retained by the Collateral Trustee, shall be segregated from other funds of such Pledgor Agent as additional Collateral hereunder and shall be forthwith paid over to applied in accordance with the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose purpose; provided, however, that Grantor will not inconsistent with exercise or refrain from exercising any such right if such action would reasonably be expected to have a material adverse effect on the terms value of this Agreement the Security Collateral or the Secured Debt Documentsany part thereof. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Transaction Documents; provided, however, that except as otherwise provided in the Securities Purchase Agreement, any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, Collateral shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i13(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b13(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default and no event of default under any other Parity Lien Debt shall have has occurred and be is continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other payments and distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; Collateral, provided, however, that any and all dividends, interest and other all (A) such distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, (B) such distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee Pledgee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to the Collateral Trustee Pledgee as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iiiii) The Collateral Trustee will Pledgee shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends distributions or interest payments that it which Pledgor is authorized to receive and retain pursuant to paragraph (iiSection 6(a)(i) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest distributions and other distributions that it payments which Pledgor would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6(a)(ii) shall automatically cease, and all such rights shall thereupon automatically become vested in the Collateral Trustee, which Pledgee who shall thereupon then have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold such distributions and payments as Security Collateral such dividends, interest and other distributionsCollateral. (ii) All dividends, interest distributions and other distributions that payments which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b6(b)(i) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Pledgee as Security Collateral in the same form as so received (received, with any necessary indorsement)endorsement. (c) During the term of this Agreement: (i) Pledgee and Pledgor each shall be entitled to exercise any and all voting and other consensual rights pertaining to one-half of the Collateral subject to this Agreement from time to time; provided, that upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to exercise any such voting or other consensual rights which Pledgor would otherwise be authorized to exercise shall cease, and all such rights shall automatically become vested in Pledgee, who shall then have the sole right to exercise such rights. (ii) Pledgor and Pledgee each shall execute and deliver to the other all such proxies and other instruments as Pledgor and Pledgee each may reasonably request for the purpose of enabling Pledgor and Pledgee to exercise the voting and consensual rights which Pledgor and Pledgee are entitled to exercise pursuant to Section 6(c)(i) above.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt (as defined below) shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not in violation of the terms of the Employment Agreement or the Note. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor (B) Pledgor's consent to or approval of any action otherwise permitted under the terms of the Employment Agreement or the Note shall be deemed inconsistent with the terms of any of such documents within the meaning of this Agreement Section 8(a)(i), and no notice of any such voting or the Secured Debt Documentsconsent need be given to Pledgee. (ii) Each Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, interest dividends and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsPledged Collateral; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect ofadditional equity securities, or in exchange forwarrants, any Security Collateral, options or similar rights to acquire additional equity securities shall be, and shall forthwith be forthwith delivered to the Collateral Trustee Pledgee to hold as, Security Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteePledgee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Pledgee as Security Pledged Collateral in the same form as so received (with any all necessary indorsementendorsements). (iii) The Collateral Trustee will Pledgee shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights that which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, principal or interest payments that which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt:(as defined below): (i) All Upon written notice from Pledgee to Pledgor, all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i8(a)(i) shallshall cease, upon notice and all such rights shall thereupon become vested in Pledgee who shall thereupon have the right to exercise such voting and other consensual rights. (ii) All rights of Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that payments which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii8(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which Pledgee who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Pledged Collateral such dividends, interest and other distributionspayments which shall, upon written notice from Pledgee, be paid to Pledgee. (iiiii) All dividends, interest and other distributions that payments which are received by any Pledgor contrary to the provisions of paragraph (iii) of this Section 9(b8(b) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from other funds of such Pledgor and shall forthwith be forthwith paid over to the Collateral Trustee Pledgee as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsements). (c) In order to permit Pledgee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 8(b)(i) hereof and to receive all dividends and other distributions which it may be entitled to receive under Section 8(a)(ii) hereof or Section 8(b)(ii) hereof, Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Pledgee all such proxies, dividend payment orders and other instruments as Pledgee may from time to time reasonably request. (d) Each of the following shall constitute an event of default (an "Event of Default") hereunder: (i) Pledgor's failure to pay, within fifteen (15) days after the date when such payment is due, any payment of principal or interest on the Note, (ii) Pledgor's failure to observe or perform, within fifteen (15) days after receipt of notice of default from Pledgee, any covenant or agreement contained in this Agreement or in the Note, (iii) if any representation, warranty, certification or statement made by the Pledgor in this Agreement or in any certificate or other document delivered pursuant to the Note or this Agreement shall prove to have been incorrect in any material respect when made or deemed made, (iv) the appointment of a receiver or a trustee of all or part of the Pledgor's property, (v) an assignment for the benefit of the Pledgor's creditors, (vi) the commencement or filing of any voluntary proceeding or petition by the Pledgor under any bankruptcy or insolvency law or any law relating to the relief of debtors or readjustment of indebtedness, (vii) the commencement or filing of any involuntary proceeding or petition against the Pledgor under any bankruptcy or insolvency law or any law relating to the relief of debtors or readjustment of indebtedness, which proceeding or petition has not been dismissed within sixty (60) days after the commencement or filing thereof, (viii) the appointment of a receiver, custodian, trustee or liquidator for any part of the assets or property of the Pledgor, (ix) the failure of the Pledgor generally to pay his debts as they become due, and (x) the failure of the Pledgee to have a first priority security interest in the Pledged Collateral.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each The appropriate Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Collateral of such Pledgor Pledged Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentshereof, at all times, except as expressly provided in Section 10.4(c) below. (iib) Each All dividends or distributions of any kind whatsoever (other than cash dividends or cash distributions paid while no Event of Default is continuing) received by a Pledgor with respect to any Pledged Securities, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock or Equity Interests of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect become part of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, Pledged Securities pledged hereunder and shall immediately be forthwith delivered to the Collateral Trustee Administrative Agent to hold as, Security Collateral be held subject to the terms hereof. All dividends and shall, if distributions with respect to any Pledged Securities which are received by such Pledgor, a Pledgor contrary to the provisions of this Section 10.4(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Pledgor’s own assets, and shall be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Administrative Agent. (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (bc) Upon the occurrence and during the continuance of an Event of Default or an event and notice to the applicable Pledgor from the Administrative Agent of default under any other Parity Lien Debt: the transfer of such rights to the Administrative Agent, all rights of such Pledgor (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other and/or consensual rights that and powers which it would otherwise be is entitled to exercise pursuant to this Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease 10.4 and (yii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant cash dividends and cash distributions with respect to Section 9(a)(ii) the Pledged Securities shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAdministrative Agent, which shall thereupon have the sole and exclusive right and authority to exercise or refrain from exercising such voting and other and/or consensual rights and to receive such cash dividends and hold cash distributions until such time as Security Collateral such dividends, interest and other distributionsEvent of Default has been cured or waived. (iid) All dividendsSo long as no Event of Default shall have occurred and be continuing, interest and other any cash dividends or cash distributions that are received by any Pledgor contrary to a Credit Party in accordance with the provisions of paragraph (i) terms of this Section 9(b) shall Credit Agreement may be received in trust used for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)purpose permitted hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event Unless Pledgor has failed to pay the applicable portion of Default and no event the Note Amount on or before the respective Due Date or has failed to perform any of default under any the other Parity Lien Debt shall have occurred and be continuingObligations: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with this Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Holder's judgment, such action would have an adverse effect on the terms value of the Pledged Collateral or any part thereof or would be inconsistent with or violate any provisions of this Agreement Agreement; and, provided, further, that Pledgor shall give Holder at least two days' written notice of the manner in which it intends to exercise, or the Secured Debt Documentsreasons for refraining from exercising, any such right. (ii) Each Holder shall exercise and deliver (or cause to be executed or delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above. (b) Upon the failure of Pledgor to pay the applicable portion of the Note Amount on the respective Due Date or the failure of Pledgor to perform any of the other Obligations, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall become vested in Holder who shall thereupon have the sole right to exercise such voting and other consensual rights. (c) Pledgor shall not be entitled to receive and retain any and all dividends, interest and distributions or any other distributions paid payments in respect of the Security Collateral Pledged Collateral, all of such Pledgor if which shall be and to the extent that the payment thereof is not otherwise prohibited by the terms become part of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Pledged Collateral and shall, if received by such the Pledgor, be received in trust for the benefit of the Collateral TrusteeHolder, shall be segregated from the other property or funds of such Pledgor and shall be forthwith delivered paid over by Pledgor to the Collateral Trustee Holder as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee will execute and deliver (or cause to . Notwithstanding the foregoing, cash dividends in respect of the Pledged Shares shall be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such immediately paid by Pledgor to exercise Holder and applied in accordance with the voting and other rights terms of the Promissory Note; provided, that it is entitled to exercise pursuant to paragraph (i) above and to receive the excess of any such cash dividends or over the amount of interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon then due under the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) Promissory Note shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Pledgor.

Voting Rights; Dividends; Etc. (a) So long as no Unless and until an Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers, including subscription rights, accruing to an owner of the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or any of the Secured Debt other Financing Documents.; and (ii) Each except as otherwise provided in this Agreement, each Pledgor shall be entitled to receive retain and retain use any and all dividends, interest and distributions or other distributions payments paid in on or with respect of the Security Collateral of such Pledgor if and to the extent Pledged Securities that the payment thereof is not otherwise prohibited are permitted by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable Indenture (other than in cash in respect ofsecurities, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, which shall be, and shall be forthwith delivered constitute additional Collateral subject to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementthis Agreement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other or consensual rights that it and powers which each Pledgor would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6(a)(i) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteePledgee, which and the Pledgee for the ratable benefit of the Holders, shall thereupon then have the sole and exclusive right and authority to exercise or refrain from exercising all such voting and other consensual rights and powers. (c) Unless and until an Event of Default shall have occurred and be continuing, each Pledgor shall have the right and authority to receive and hold retain as Security Collateral such all dividends, interest distributions and other distributions. (ii) All payments paid on or with respect to the Pledged Securities. Upon the occurrence and during the continuance of an Event of Default, the Pledgee shall have the sole and exclusive right and authority to receive and retain as Collateral all dividends, interest distributions and other distributions payments paid on or with respect to the Pledged Securities. Any and all money and other property paid over to or received by the Pledgee pursuant to this Section 6(c) shall be retained by the Pledgee as additional Collateral hereunder and shall be administered and applied in accordance with the provisions of this Agreement. All dividends and interest payments that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b6(c) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from other funds of such Pledgor Pledgor, and shall be forthwith paid over to the Collateral Trustee Pledgee as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event Default under Section 6.01(1), (2), (7) or (8) of Default and no event of default the Indenture (or any comparable provision under any other Parity Second Lien Debt Document) shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Second Lien Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed certificates in respect of, or in exchange for, any Security Collateral, shall beshall, and shall subject to the terms of the Intercreditor Agreement, be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecond Lien Secured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (iSection 12(a)(i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (iiSection 12(a)(ii) above. (b) Upon the occurrence and during the continuance of an Event a Default under Section 6.01(1), (2), (7) or (8) of Default the Indenture (or an event of default any comparable provision under any other Parity Second Lien DebtDocument), subject to the terms of the Intercreditor Agreement: (i) All rights of each Pledgor Grantor (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i12(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (yB) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent for the benefit of the Second Lien Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (iSection 12(b)(i) of this Section 9(b) above shall be received in trust for the benefit of the Collateral TrusteeSecond Lien Secured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose purpose; provided that such Grantor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of this Agreement the Security Collateral or the Secured Debt Documentsany part thereof. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, provided that any and all non-cash dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee Administrative Agent to hold as, Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAdministrative Agent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i10(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAdministrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAdministrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b10(b) shall be received in trust for the benefit of the Collateral TrusteeAdministrative Agent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event Default under Section 6.01(a) or (e) of Default and no event of default under any other Parity Lien Debt the Credit Agreement shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed certificates in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event a Default under Section 6.01(a) or (e) of Default or an event of default under any other Parity Lien Debtthe Credit Agreement: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i12(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent for the benefit of the Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b12(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; , provided, however, that any and all dividends, interest dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable of any Collateral in connection with a partial or otherwise distributed in respect of, total liquidation or dissolution or in exchange forconnection with a reduction of capital, any Security Collateral, capital surplus or paid-in-surplus shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement), together with any instruments or certificates evidencing all related Collateral (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i7(a)(i) shall, upon five Business Days’ notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b7(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement), together with any instruments or certificates evidencing all related Collateral (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise exercise, in the use of its reasonable business judgment, any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i14(a)(i) shall, upon written notice to such Pledgor Grantor by the Collateral TrusteeAdministrative Agent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii14(a)(ii) shall automatically shall, upon written notice to such Grantor by the Administrative Agent, cease, and all such rights shall thereupon become vested in the Collateral TrusteeAdministrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b14(b) shall be received in trust for the benefit of the Collateral TrusteeAdministrative Agent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to send to each Securities Intermediary as defined in and under any Security Control Agreement a Notice of Exclusive Control as defined in and under such Security Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsTransaction Document; provided, however, that each Grantor shall give the Lender at least five (5) days’ written notice of the manner in which he intends to exercise, or the reasons for refraining from exercising, any voting or other consensual rights pertaining to the Pledged Collateral or any part thereof which may have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) Any and all dividends, of the following shall be delivered in the ordinary course and pursuant to the Company’s charter and by-laws: (A) dividends or interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Security Pledged Collateral, shall be, ; and (B) dividends and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received other distributions hereafter paid or payable in trust for the benefit cash in respect of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security any Pledged Collateral in the same form as so received (connection with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (a partial or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose total liquidation or dissolution or in connection with a reduction of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends capital, capital surplus or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) abovepaid-in-surplus. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor (x) Grantor to exercise or refrain from exercising the voting and other consensual rights that it which he would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii7(a)(i) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeLender, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributionsrights. (ii) All dividends, interest Each Grantor shall execute and deliver (or cause to be executed and delivered to the Lender) all such proxies and other instruments as the Lender may reasonably request for the purpose of enabling the Lender to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7(b)(i) and to receive the dividends or interest payments which it is entitled to receive and retain pursuant to this Section 7. (iii) Dividends or any other cash distributions that are received by any Pledgor contrary Grantor in respect of the Pledged Collateral with the exception of cash distributions received from the Company to satisfy Grantor’s tax obligations due to Company profits and to fulfill Grantor’s covenant of Section 6(d) hereof prior to payment in full of all amounts due and owing under or in connection with the provisions of paragraph Obligations (i) of this Section 9(bincluding principal, premium, if any, interest, fees and expenses on or in connection with the Obligations) shall be received and held in trust for the benefit of the Collateral TrusteeLender, shall and will be segregated from other funds of such Pledgor and shall be forthwith promptly paid over to the Collateral Trustee as Security Collateral Lender in the same form received for application to the payment of such obligations until all such Obligations have been paid in full in such manner and order and at such time as so received (with any necessary indorsement)the Lender shall select.

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingthe Lender has not given the notice referred to in paragraph (b) below: (i) Each A. The Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers (including exercise rights) and stock purchase or subscription rights (but any such exercise by the Pledgor of stock purchase or subscription rights may be made only from funds of the Pledgor not constituting part of the Collateral) relating or pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided, however, that the Pledgor agrees that it will not inconsistent with exercise any such right or power in any manner which would materially adversely impair the terms value of this Agreement the Collateral or any part thereof or violate any provision of the Secured Debt DocumentsNote. (ii) Each B. The Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid cash payments payable in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited which are paid in cash by the terms Lender, but all dividends and distributions in respect of the Secured Debt Documents; provided, however, that Collateral or any and all dividends, interest and other distributions paid part thereof made in shares of stock or payable other than in cash in respect of, and instruments and other property receivedor representing any return of capital, receivable whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral 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 distributed in respect of, or in exchange for, as a result of any Security Collateralexercise of any stock purchase or subscription right, shall bebe and become part of the Collateral hereunder and, and if received by the Pledgor, shall be forthwith delivered to the Collateral Trustee Lender in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust held for the benefit purposes of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)this Agreement. (iii) C. The Collateral Trustee will Lender shall execute and deliver (deliver, or cause to be executed and delivered) , to each Pledgor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above and to receive the dividends or dividends, interest and payments that which it is authorized to receive and retain pursuant to paragraph clause (iiB) above. (b) Upon notice from the Lender after the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, and so long as the same shall be continuing, all rights of each and powers which the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 9(a)(i5(a)(A) shallhereof, upon notice to such and all rights of the Pledgor by the Collateral Trustee, cease and (y) to receive the and retain dividends, interest and other distributions that it would otherwise be authorized to receive and retain payments pursuant to Section 9(a)(ii5(a)(B) hereof, shall automatically forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Trustee, Lender which shall thereupon have have, during the continuance of such Event of Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and other consensual rights powers and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest payments. Any and all money and other distributions that are property paid over to or received by any Pledgor contrary the Lender pursuant to the provisions of this paragraph (i) of this Section 9(bb) shall be received retained by the Lender as additional Collateral hereunder and applied in trust for accordance with the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingexists: (i) Each each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and Loan Documents or any agreement giving rise to the extent that the payment thereof is not or otherwise prohibited by the terms relating to any of the Secured Debt DocumentsObligations; provided, however, that no Pledgor shall exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Collateral in the reasonable judgment of the Administrative Agent; and (ii) each Pledgor shall be entitled to retain and use any and all dividendscash distributions paid on the Pledged Collateral, interest but any and all equity and/or liquidating distributions, other distributions paid in property, return of capital or payable other than in cash distributions made on or in respect ofof Pledged Collateral, and instruments and whether resulting from a subdivision, combination or reclassification of outstanding Equity Interests which are pledged hereunder or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other property receivedexchange of assets or on the liquidation, receivable whether voluntary or otherwise distributed in respect ofinvoluntary, of any Issuer, or in exchange for, any Security Collateralotherwise, shall be, be and shall be forthwith delivered to become part of the Pledged Collateral Trustee to hold as, Security Collateral and shallpledged hereunder and, if received by such Pledgor, shall forthwith be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Administrative Agent to be held as Security Collateral in collateral subject to the same form as so received (with any necessary indorsement). (iii) terms and conditions of this Agreement. The Collateral Trustee will Administrative Agent agrees to execute and deliver (to each Pledgor, or cause to be executed and delivered) delivered to each Pledgor such Pledgor, as appropriate, at the sole cost and expense of such Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and other rights that it powers which such Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments that it distributions and other amounts which such Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of If an Event of Default or an event of default under any other Parity Lien Debt: (i) All exists, all rights of each Pledgor (x) the Pledgors to exercise or refrain from exercising the voting and/or consensual rights and powers which the Pledgors are entitled to exercise pursuant to subsection (a)(i) above and/or to receive the distributions and other amounts which the Pledgors are authorized to receive and retain pursuant to subsection (a)(ii) above shall cease, and all such rights thereupon shall become immediately vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights that it would and powers which the Pledgors shall otherwise be entitled to exercise pursuant to Section 9(a)(isubsection (a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) above and/or to receive and retain the dividends, interest distributions and other distributions that it would amounts which the Pledgors shall otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a)(ii) shall automatically cease, above. Any and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting money and other consensual rights and property paid over to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are or received by any Pledgor contrary the Administrative Agent pursuant to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received retained by the Administrative Agent as additional collateral hereunder and shall be applied in accordance with the provisions of Section 8 of this Agreement. If any Pledgor shall receive any distributions or other property which it is not entitled to receive under this Section, such Pledgor shall hold the same in trust for the benefit of Administrative Agent and the Collateral Trusteeother Secured Parties, shall be segregated from without commingling the same with other funds or property of or held by such Pledgor Pledgor, and shall be forthwith paid over promptly deliver the same to the Collateral Trustee as Security Collateral Administrative Agent in the same identical form as so received (received, together with any necessary indorsement)endorsements.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled any agreement giving rise to receive and retain or otherwise relating to any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsObligations; provided, however, that no Pledgor shall exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Collateral; and (ii) each Pledgor shall be entitled to retain and use any and all dividendscash distributions paid on the Pledged Collateral, interest but any and all equity and/or liquidating distributions, other distributions paid in property, return of capital or payable other than in cash distributions made on or in respect ofof Pledged Collateral, and instruments and whether resulting from a subdivision, combination or reclassification of outstanding Equity Interests which are pledged hereunder or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other property receivedexchange of assets or on the liquidation, receivable whether voluntary or otherwise distributed in respect ofinvoluntary, of any Issuer, or in exchange for, any Security Collateralotherwise, shall be, be and shall be forthwith delivered to become part of the Pledged Collateral Trustee to hold as, Security Collateral and shallpledged hereunder and, if received by such Pledgor, shall forthwith be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Agent to be held as Security Collateral in collateral subject to the same form as so received (with any necessary indorsement). (iii) terms and conditions of this Agreement. The Collateral Trustee will Agent agrees to execute and deliver (to each Pledgor, or cause to be executed and delivered) delivered to each Pledgor such Pledgor, as appropriate, at the sole cost and expense of such Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and other rights that it powers which such Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments that it distributions and other amounts which such Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each Pledgor (x) the Pledgors to exercise or refrain from exercising the voting and/or consensual rights and powers which the Pledgors are entitled to exercise pursuant to subsection (a)(i) above and/or to receive the distributions and other amounts which the Pledgors are authorized to receive and retain pursuant to subsection (a)(ii) above shall cease, and all such rights thereupon shall become immediately vested in the Agent, which shall have, to the extent permitted by law, the sole and exclusive right and authority to exercise such voting and/or consensual rights that it would and powers which the Pledgors shall otherwise be entitled to exercise pursuant to Section 9(a)(isubsection (a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) above and/or to receive and retain the dividends, interest distributions and other distributions that it would amounts which the Pledgors shall otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a)(ii) shall automatically cease, above. Any and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting money and other consensual rights and property paid over to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are or received by any Pledgor contrary the Agent pursuant to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received retained by the Agent as additional collateral hereunder and shall be applied in accordance with the provisions of Section 9. If any Pledgor shall receive any distributions or other property which it is not entitled to receive under this Section, such Pledgor shall hold the same in trust for the benefit of Agent and the Collateral TrusteeLenders, shall be segregated from without commingling the same with other funds or property of or held by such Pledgor, and shall promptly deliver the same to the Agent upon receipt by such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same identical form as so received (received, together with any necessary indorsement)endorsements.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingcontinuing and the Collateral Agent has not provided the three (3) Business Days’ prior written notice contemplated in Section 4.4(c) below: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with prohibited by the terms of this Pledge Agreement or the Secured Debt other Credit Documents. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Subject to paragraph (c) below, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien created by any Security Document, any and all dividends, distributions, principal and interest made or paid in respect of the Collateral to the extent permitted by the Credit Agreement, as applicable; provided, however, that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be, and shall be forthwith delivered to the Collateral Agent, to hold as, Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Agent as Collateral in substantially the same form as so received (with any necessary endorsement). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly (upon receipt of a written request) deliver to each Pledgor any Collateral in its possession if required to be delivered to the issuer thereof in connection with any exchange or redemption of such Collateral permitted by the Credit Agreement. (c) Upon three (3) Business Days’ prior written notice to a Pledgor by the Collateral Agent that the Collateral Agent is exercising its rights under this Section 4.4(c), following the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All all rights of each such Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii4.4(a)(i) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights during the continuance of such Event of Default, provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following the occurrence and during the continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events of Default have been cured or waived, each Pledgor will have the right to exercise the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 4.4(a)(i) (and the obligations of the Collateral Agent under Section 4.4(a)(ii) shall be reinstated); (ii) all rights of such Pledgor to receive the dividends, distributions and principal and interest payments that such Pledgor would otherwise be authorized to receive and retain pursuant to Section 4.4(b) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Security Collateral such dividends, distributions and principal and interest payments during the continuance of such Event of Default. After all Events of Default have been cured or waived, the Collateral Agent shall repay to each Pledgor (without interest) all dividends, distributions and other distributions.principal and interest payments that such Pledgor would otherwise be permitted to receive, retain and use pursuant to the terms of Section 4.4(b); (iiiii) All all dividends, distributions and principal and interest and other distributions payments that are received by any such Pledgor contrary to the provisions of paragraph (i) of this Section 9(b4.4(b) shall be received in trust for the benefit of the Collateral Trustee, shall be Agent and segregated from other property or funds of such Pledgor and shall promptly be forthwith paid over delivered to the Collateral Trustee Agent as Security Collateral in substantially the same form as so received (with any necessary indorsementendorsements); and (iv) in order to permit the Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may be entitled under Section 4.4(b) above, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 4.4(c)(i) above, and to receive all dividends, distributions and principal and interest payments that it may be entitled to under Sections 4.4(c)(ii) and (c)(iii) above, such Pledgor shall from time to time execute and deliver to the Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request in writing.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement; PROVIDED, HOWEVER, that Pledgor shall give the Lender at least five days' written notice of the manner in which it intends to exercise, or the Secured Debt Documents.reasons for refraining from exercising, any such right; (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsCollateral; providedPROVIDED, howeverHOWEVER, that any and all dividends, interest all (A) dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee Lender to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteeLender, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to the Collateral Trustee Lender as Security Collateral in the same form as so received (with any necessary indorsementendorsement).; and (iii) The Collateral Trustee will the Lender shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that which it is entitled to exercise pursuant to paragraph (isubsection 6(a)(i) above and to receive the dividends or interest payments that and other distributions which it is authorized to receive and retain pursuant to paragraph (ii) abovesubsection 6(a)(ii). (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All Upon written notice from the Lender to Pledgor, all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection 6(a)(i) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, Lender which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributionsrights. (ii) All dividends, interest rights of Pledgor to receive the dividends and other distributions that which it would otherwise be authorized to receive and retain pursuant to subsection 6(a)(ii) shall cease and all such rights shall thereupon become vested in the Lender which shall thereupon have the sole right to receive such dividends and other distributions and the right to hold such dividends and other distributions as Collateral during the continuance of such Event of Default. All dividends and other distributions which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(bsubsection 6(b)(ii) shall be received in trust for the benefit of the Collateral TrusteeLender, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Lender as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) Pledgor shall execute and deliver (or cause to be executed and delivered) to the Lender all such proxies and other instruments as the Lender may reasonably request for the purpose of enabling the Lender to exercise the voting and other rights which it is entitled to exercise pursuant to subsection 6(b)(i) and to receive the dividends and other distributions which it is authorized to receive and retain pursuant to subsection 6(b)(ii).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each The appropriate Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to owners of the Security Collateral of such Pledgor Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. hereof, at all times, except as expressly provided in (iic) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) abovebelow. (b) Any dividends or distributions of any kind whatsoever (other, so long as an Event of Default is not continuing, than cash) received by a Pledgor, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be and become part of the Pledged Securities pledged hereunder and shall immediately be delivered to the Lender to be held subject to the terms hereof. (c) Upon the occurrence and during the continuance of an Event of Default or an event and notice from the Lender of default under any other Parity Lien Debt: (i) All the transfer of such rights to the Lender, all rights of each Pledgor (x) the Pledgors to exercise or refrain from exercising the voting and other and/or consensual rights that and powers and to receive dividends or distributions which it would otherwise be is entitled to exercise pursuant to this Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) 10.4 shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeLender, which shall thereupon have the sole and exclusive right and authority to exercise or refrain from exercising such voting and other and/or consensual rights and/or receive such dividends or distributions until such time as such Event of Default has been cured. All dividends and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that which are received by any Pledgor contrary to the provisions of paragraph this subsection (i) of this Section 9(bc) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor Lender and shall be forthwith paid delivered. (d) If the Lender shall receive any cash pursuant to Section 10.4(c) which but for the occurrence of an Event of Default the relevant Pledgor would be entitled to retain for its own account under Section 10.4(b), then after and so long as all Events of Default have been cured and only if the Obligations have not been accelerated, the Lender shall pay over to such Pledgor any such cash retained by it during the Collateral Trustee as Security Collateral in continuance of such Event of Default which has not been applied to the same form as so received (with any necessary indorsement)Obligations pursuant to the terms hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingexists: (i) Each each Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement any of the Loan Documents or any agreement giving rise to or otherwise relating to any of the Secured Debt Documents.Obligations; and (ii) Each each Pledgor shall be entitled to receive retain and retain use any and all cash dividends or interest paid on the Collateral in the normal course of the applicable Issuer's business, but any and all stock and/or liquidating dividends, interest and other distributions paid in property, return of capital or other distributions made on or in respect of the Security Collateral, whether resulting from a subdivision, combination or reclassification of outstanding Equity Interests or received in exchange for Collateral or any part thereof or as a result of such Pledgor if any merger, consolidation, acquisition or other exchange of assets or on the liquidation, whether voluntary or involuntary, or otherwise, shall be and to the extent that the payment thereof is not otherwise prohibited by the terms become part of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shalland, if received by such a Pledgor, shall forthwith be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) Pledgee. The Collateral Trustee will Pledgee agrees to execute and deliver (to a Pledgor, or cause to be executed and delivered) delivered to each Pledgor a Pledgor, as appropriate, at the sole cost and expense of such Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and other rights that it powers which such Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments that it which such Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of If an Event of Default or an event of default under any other Parity Lien Debt: (i) All exists, all rights of each a Pledgor (x) to exercise or refrain from exercising the voting and other and/or consensual rights that it would and powers which a Pledgor is entitled to exercise pursuant to subsection (a)(i) above and/or to receive the dividends and distributions which a Pledgor is authorized to receive and retain pursuant to subsection (a)(ii) above shall cease, and all such rights thereupon shall become immediately vested in the Pledgee, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers which any Pledgor shall otherwise be entitled to exercise pursuant to Section 9(a)(isubsection -8- (a) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (yi) above and/or to receive and retain the dividends, interest dividends and other distributions that it would which any Pledgor shall otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a)(ii) shall automatically cease, above. Any and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting money and other consensual rights and property paid over to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are or received by any Pledgor contrary the Pledgee pursuant to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received retained by the Pledgee as additional Collateral hereunder and shall be applied in accordance with the provisions of Section 7. If any Pledgor shall receive any dividends, distributions or other property which it is not entitled to receive under this Section, such Pledgor shall hold the same in trust for the benefit of Pledgee, without commingling the Collateral Trustee, shall be segregated from same with other funds or property of or held by such Pledgor Pledgor, and shall be forthwith paid over promptly deliver the same to the Collateral Trustee as Security Collateral Pledgee, in the same identical form as so received (received, together with any necessary indorsement)endorsements.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default and no or event of default under any other Parity Permitted Lien Debt Indebtedness shall have occurred and be continuing:continuing and, in the case of paragraph (i) below, until ten Business Days after the Collateral Agent has given written notice to the applicable Pledgor(s) in accordance with Section 12.4(b): (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of Pledged Shares owned by such Pledgor or any part thereof of any of them for any purpose not inconsistent with the terms of this Agreement Indenture or any instrument governing any Permitted Lien Indebtedness and which would not impair the Secured Debt DocumentsPledged Shares. (ii) Each Pledgor shall be entitled to receive and retain retain, and utilize free and clear of the Lien created by this Indenture, any and all dividends, interest distributions and other distributions paid payments in respect of the Security Collateral of Pledged Shares owned by such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsPledgor; provided, however, that any and all dividends, interest dividends and other distributions paid or payable other than received in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and the form of additional Pledged Shares shall be forthwith delivered to the Collateral Trustee Agent to hold as, Security as Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee Agent as Security part of the Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 12.4(a)(i) above and to receive the dividends, distributions, and other payments which each is authorized to receive and retain pursuant to Section 12.4(a)(ii) above, the Collateral Trustee will Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to each Pledgor such Pledgor, all such proxies proxies, dividend payment orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboverequest. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any Permitted Lien Indebtedness and, in the case of Section 12.4(b)(i), after the passage of ten Business Days following the Collateral Agent's written notice to the applicable Pledgor of cessation of such Pledgor's voting and other Parity Lien Debtconsensual rights hereunder: (i) All rights of each Pledgor (x) any of the Pledgors to exercise or refrain from exercising the voting and other consensual rights that it which each such Pledgor would otherwise be entitled to exercise pursuant to Section 9(a)(i12.4(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) above shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which which, at the direction of the Trustee or the appropriate agent(s) or other representative(s) of the holders of any Permitted Lien Indebtedness as specified in Section 12.8(b), shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral during the continuance of such dividends, interest and other distributionsEvent of Default or event of default under any Permitted Lien Indebtedness. (ii) All rights of the Pledgors to the dividends, distributions and other payments which such Pledgors would otherwise be authorized to receive and retain pursuant to Section 12.4(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions, principal, premium and interest payments during the continuance of such Event of Default or event of default under any Permitted Lien Indebtedness. (c) In order to permit the Collateral Agent to receive all dividends and other distributions that to which it may be entitled under Section 12.4(b)(ii) above, and to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 12.4(b)(i) above, each of the Pledgors shall, if necessary, upon written notice from the Collateral Agent, from time to time execute and deliver to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request. (d) All dividends, distributions and other payments which are received by any a Pledgor contrary to the provisions of paragraph (iSection 12.4(b)(ii) of this Section 9(b) above shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing:(unless such Event of Default is waived in writing by the Pledgees): (i) Each Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement; provided, however, that such Pledgor shall not exercise or refrain from exercising any such right if, in the reasonable judgment of such Pledgees, such action would have a material adverse effect on the Security Interest or the Secured Debt Documentsrights and remedies of the Pledgees hereunder; provided, further, that such Pledgor shall give the Pledgees at least ten (10) days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above’s Pledged Collateral. (b) Upon and after the occurrence and during the continuance of an any Event of Default or an event (unless such Event of default under any other Parity Lien Debt:Default is waived in writing by the Pledgees): (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i6(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, dividends and interest and other distributions that payments which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Pledged Collateral such dividends, dividends and interest and other distributionspayments. (ii) All dividends, dividends and interest and other distributions that payments which are received by any Pledgor the Pledgors contrary to the provisions of paragraph (i) of this Section 9(b6(b) shall be received in trust for the benefit of the Collateral TrusteePledgees, shall be segregated from other funds of such the applicable Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. in Respect of Pledged Shares and LLC Rights. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. (ii) Each Pledgor shall be entitled to continuing Debtor may receive and retain any and all dividends, dividends or interest and other distributions paid in respect of the Security Collateral of such Pledgor if Pledged Shares and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsLLC Rights; provided, however, that any and all dividends, all (i) dividends and interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Shares or LLC Rights, (ii) dividends and other distributions paid or payable in cash in respect of any Pledged Shares or LLC Rights in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (iii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Security CollateralPledged Shares or LLC Rights, shall be, and shall forthwith be forthwith delivered to the Collateral Trustee Secured Party to hold as, Security Collateral Pledged Shares or LLC Rights and shall, if received by such PledgorDebtor, be received in trust for the benefit of the Collateral TrusteeSecured Party, be segregated from the other property or funds of such Pledgor Debtor, and be forthwith delivered to the Collateral Trustee as Security Collateral Secured Party in the same exact form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (indorsement or cause appropriate stock powers duly executed in blank, to be executed and delivered) to each Pledgor all such proxies and other instruments held by Secured Party as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) aboveCollateral. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) Debtor to receive and retain the dividends, dividends and interest and other distributions that payments which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(iisubsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, Secured Party which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral Pledged Shares or LLC Rights such dividends, dividends and interest and other distributions.payments; (ii) All dividendswithout limiting the generality of the foregoing, Secured Party may at its option (subject to the Intercreditor Agreement) exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares or LLC Rights as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Shares or LLC Rights 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 Shares or LLC Rights, and, in connection therewith, to deposit and deliver any and all of the Pledged Shares or LLC Rights with any committee, depository, transfer, agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends and interest and other distributions that payments which are received by any Pledgor Debtor contrary to the provisions of paragraph subsection (ib)(i) of this Section 9(b) section shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from other funds of such Pledgor Debtor, and shall be forthwith paid over to the Collateral Trustee Secured Party as Security Collateral Pledged Shares or LLC Rights in the same exact form received, to be held by Secured Party as so received (with any necessary indorsement)Collateral.

Voting Rights; Dividends; Etc. (a) So long as no Default under Section 6.01(e) of the Credit Agreement or an Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided however, that such Pledgor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of this Agreement or the Secured Debt DocumentsSecurity Collateral. (ii) Each Pledgor shall be entitled to receive receive, retain and retain use any and all dividends, interest Dividends and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends Dividends or interest other payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default under Section 6.01(e) of the Credit Agreement or an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral TrusteeAgent, cease and (y) to receive the dividendsDividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically upon notice to such Pledgor by the Agent, cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividendsDividends, interest and other distributions. (ii) All dividendsDividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So During the term of this Agreement ------------------------------ and as long as no Event of Default and no event of default under any other Parity Lien Debt Default, as defined herein shall have occurred and be continuing: (ia) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt other Loan Documents. (iib) Each Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsShares; provided, however, that any and all dividends, interest all (i) dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security CollateralShares, (ii) dividends and distributions paid or payable in cash in respect of any Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, shall becapital surplus or paid-in surplus, and and (iii) cash paid with respect to, payable or otherwise distributed on redemption of, or in exchange for, or upon the sale of any Shares, shall be forthwith delivered to the Collateral Trustee Lender to hold as, Security as Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteeLender, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to the Collateral Trustee Lender as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iiic) The Collateral Trustee will Lender shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the those voting and other rights that which it is entitled to exercise pursuant to paragraph (i7(a) above and to receive the those dividends or interest payments that distributions which it is authorized to receive and retain pursuant to paragraph (ii7(b) above. (bd) Upon the occurrence and during the continuance of If an Event of Default shall have occurred and be continuing and any amounts shall be due and payable (whether by acceleration, maturity, or an event of default otherwise) under any other Parity Lien Debt: (i) All of the Obligations, all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease this paragraph 7 and (y) to receive the dividends, interest dividends and other distributions that which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically this paragraph shall, at Lender's option, cease, and all such rights shall shall, at Lender's option, thereupon become vested in the Collateral TrusteeLender so long as an Event of Default shall continue, which shall and Lender shall, at its option, thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, dividends and interest and other distributionspayments. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor The Executive shall be entitled to exercise any and all of Executive's voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.Agreement; and notwithstanding (iiSection 3.1 but subject to Section 3.3(c) Each Pledgor shall be entitled to receive and retain free and clear of the security interest of Company hereunder, any and all of such dividends, interest and other distributions paid in respect permitted to all other holders of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Company's Common Stock. (iiib) The Collateral Trustee will Company shall execute and deliver (or cause to be executed and delivered) to each Pledgor the Executive all such proxies and other instruments as such Pledgor Executive may reasonably request for the purpose of enabling such Pledgor the Executive to exercise the voting and other rights that it he is entitled to exercise pursuant to paragraph (ia) above and to receive the dividends or dividends, interest payments and other distributions that it he is authorized to receive and retain pursuant to paragraph (iia) above. (bc) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All all rights of each Pledgor (x) the Executive to exercise or refrain from exercising the voting and other consensual rights that it he would otherwise be entitled to exercise pursuant to Section 9(a)(i3.3(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease hereof and (y) to receive the dividends, interest and other distributions that it he would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii3.3(a) hereof shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, Company which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest interest, and other distributions. (ii) All ; and all dividends, interest and other distributions that which are received by any Pledgor Executive contrary to the provisions of this paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral TrusteeCompany, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).be

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default and no or event that with the lapse of default under any other Parity Lien Debt time or the giving of notice or both, would constitute an Event of Default (as defined below) shall have occurred and be continuingcontinuing or would result therefrom: (i) Each Pledgor except as otherwise provided in this Pledge Agreement, Pledgors shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers, including subscription rights, accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with with, or otherwise impair any rights of the Holders arising under, the terms of this Pledge Agreement or any agreement giving rise to any of the Secured Debt Documents.Obligations; (ii) Each Pledgor Pledgors shall be entitled to receive retain and retain use any and all dividends, interest and other dividends or distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited which are permitted by the terms of Purchase Agreement and paid on the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid Pledged Collateral in cash or payable property (other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementsecurities).; (iii) The Collateral Trustee will the Required Holders shall execute and deliver (to Pledgors or cause to be executed and delivered) delivered to each Pledgor Pledgors, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor Pledgors may reasonably request for the purpose of enabling such Pledgor it to exercise the voting or consensual rights and other rights that it is powers which Pledgors are entitled to exercise pursuant to paragraph the foregoing subparagraph (i) above and or to receive the dividends or interest payments that it is cash or other Assets which Pledgors are authorized to receive and retain pursuant to paragraph the foregoing subparagraph (ii) above). (b) Upon the occurrence and during the continuance of a Default, an Event of Default Default, or event that with the lapse of time or the giving of notice or both, would constitute an event Event of default under any other Parity Lien Debt: (i) All Default, all rights of each Pledgor (x) Pledgors to exercise or refrain from exercising the voting and other or consensual rights that it and powers which the Pledgors would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 9(a)(i5(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease hereof and (y) to receive the dividends, interest dividends and other distributions that it which Pledgors would otherwise be authorized to receive and retain pursuant to subparagraph (ii) of Section 9(a)(ii5(a) hereof shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeHolders, which shall thereupon then have the sole and exclusive right and authority to exercise or refrain from exercising all such voting and other or consensual rights and powers and to receive and hold as Security Collateral retain all such dividends, interest dividends and distributions. Any and all money and other distributions. (ii) All dividends, interest and other distributions that are Assets paid over to or received by any Pledgor contrary the Holders pursuant to the provisions of paragraph (i) of this Section 9(b5(b) shall be received retained by the Holders in trust for the benefit account established pursuant to that certain Interest Escrow Security Agreement, dated as of the date hereof, by and among the Company and the other parties thereto (the "Collateral Trustee, shall be segregated from other funds of such Pledgor Account") as additional Pledged Collateral hereunder and shall be forthwith paid over to administered and applied in accordance with the Collateral Trustee as Security Collateral in provisions of the same form as so received (with any necessary indorsement)Notes.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each , the Pledgor shall be entitled (i) to exercise or refrain from exercising, in its sole discretion, any or all voting and other consensual rights, and to take or refrain from taking, in its sole discretion, any or all actions, in respect of the Collateral or any part thereof for all purposes not inconsistent with the provisions of this Agreement and (ii) to receive from the Custodian and retain for its own account any cash dividend, interest or other cash distribution with respect to the Collateral actually received by the Custodian (except for any distribution specified by the issuer in a writing delivered or otherwise notified to the Administrative Agent as a special, extraordinary or liquidating dividend), net of withholding for any tax, assessment, charge or levy. In order to release such dividend, interest or distribution, the Pledgor may execute an appropriate Collateral Release Request in respect thereof, subject to its Collateral Base being equal to at least the Minimum Collateral Amount pertaining to the Pledgor upon the release thereof. (b) Except as provided in Section 5.04(c), all voting and other consensual rights pertaining and rights to take any action with respect to Securities, however registered, shall be exercised by the Pledgor or its designee. Upon request from the Pledgor, the Administrative Agent shall forthwith make and deliver to the Security Collateral Pledgor such proxies, powers of such attorney, consents, waivers or other documents or instruments as the Pledgor or any part thereof for any purpose not inconsistent with shall reasonably request in order to permit the terms of Pledgor to exercise its rights under this Agreement or the Secured Debt DocumentsSection 5.04. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (bc) Upon the occurrence and during the continuance of an a Default or Event of Default or an event of default under any other Parity Lien Debt: Default, (i) All rights the Pledgor shall hold any dividends, interest or other distributions which it receives with respect to its respective Collateral in trust for the Administrative Agent, separate from all other moneys of each Pledgor the Pledgor, and forthwith transfer such dividends, interest or other distributions to the Custodian for crediting to the relevant Collateral Accounts, (xii) the Administrative Agent shall be entitled to exercise register all or refrain from exercising any item of such Collateral in its own name or in the voting name of its nominee or designee and other consensual rights that it would otherwise (iii) the Administrative Agent shall be entitled to exercise pursuant all voting rights, and to give any and all consents, in connection with any and all Securities, and the Pledgor hereby grants the Administrative Agent an irrevocable proxy and irrevocably appoints the Administrative Agent its attorney-in-fact coupled with an interest to vote or otherwise act in furtherance of the purposes hereof in accordance with this Agreement. Upon request, the Pledgor shall forthwith make and deliver to the Administrative Agent such powers of attorney, consents and waivers (in addition to the power of attorney and consent set forth in this Section 9(a)(i5.04(c)) shallas the Administrative Agent shall reasonably request in order to permit the Administrative Agent to exercise its rights under this Section 5.04 and this Agreement. Notwithstanding the foregoing, upon notice the Pledgor may not take any action under this Section 5.04 with respect to such Pledgor any Collateral that, in the Administrative Agent’s reasonable judgment, (i) would in any way adversely affect the Lien created under this Agreement with respect to an item of Collateral or impair the interest or rights of the Administrative Agent therein, except as permitted by the Collateral Trustee, cease and Section 3.04 or (yii) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to inconsistent with the provisions of paragraph (i) this Agreement or result in a violation hereof. Upon the occurrence and during the continuance of this Section 9(b) a Default or Event of Default, the Pledgor shall be received in trust for not give any consent or waiver, authorize any assumption, make any modification and supplement, or take other action with respect to any Collateral without the benefit consent of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Administrative Agent.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingwhich has not been expressly waived: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.Note; and (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions cash dividends paid in respect of the Security Collateral Pledged Collateral. (b) Upon the occurrence of such a Default or Event of Default and thereafter unless expressly waived: (i) All rights of Pledgor if to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.2.(a)(i) and to receive the extent that the payment thereof is not dividends which Pledgor would otherwise prohibited by the terms of the Secured Debt Documents; providedbe authorized to receive and retain pursuant to Section 4.2.(a)(ii) shall cease, however, that any and all dividends, interest such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other distributions paid or payable other than in cash in respect of, consensual rights and instruments to receive and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered hold as Pledged Collateral such dividends. (ii) All dividends which are received by Pledgor contrary to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, provisions of Section 4.2.(b)(i) shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from the other property or funds of such Pledgor Pledgor, and shall be forthwith delivered paid over to the Collateral Trustee Secured Party as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentsother Transaction Documents so long as such action does not materially impair (or have a materially adverse effect on) (A) the Collateral or (B) the Collateral Agent’s security interest in such Collateral. (ii) Each Pledgor Subject to Section 4 hereof, each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Transaction Documents; provided, however, provided that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith promptly delivered to the Collateral Trustee Agent to hold as, as Security Collateral (to the extent it is not Excluded Property) and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request in writing for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i13(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, shall automatically cease and (yB) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii13(a)(ii) shall automatically cease, and all such rights and, in each case, the Collateral Agent (personally or through an agent) shall thereupon become vested be solely authorized and empowered (but not obligated) to (1) transfer and register in the Collateral TrusteeAgent’s name, which shall thereupon have or in the sole right name of the Collateral Agent’s nominee, the whole or any part of the Security Collateral, it being acknowledged by each Grantor (in its capacity as a Grantor and, if such Grantor is an issuer, in its capacity as an issuer) that such transfer and registration may be effected by the Collateral Agent by the delivery of a registration page to the applicable issuer, reflecting the Collateral Agent or its designee as the holder of such Security Collateral, or otherwise by the Collateral Agent through its irrevocable appointment as attorney-in-fact pursuant to the terms hereof, (2) exchange certificates or instruments evidencing or representing Security Collateral for certificates or instruments of smaller or larger denominations, (3) exercise or refrain from exercising such the voting and all other consensual rights and to receive and hold as in respect of the Security Collateral as a holder with respect thereto with or without actually becoming the holder thereof (including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of such dividendsGrantor as a member, interest shareholder, or other owner of any applicable issuer) with full power of substitution to do so, (4) collect and receive all dividends and other distributionspayments and distributions made thereon, (5) notify the parties obligated on any of the Security Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder, (6) endorse instruments in the name of such Grantor to allow collection of any of the Security Collateral, (7) enforce collection of any of the Security Collateral by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (8) consummate any sales of Security Collateral or exercise other rights as set forth herein, (9) otherwise act with respect to the Security Collateral as though the Collateral Agent was the outright owner thereof, and/or (10) exercise any other rights or remedies the Collateral Agent may have under the UCC or other Applicable Law. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b13(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (A) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments in favor of the Collateral Agent as the Collateral Agent or the Required Holders may from time to time reasonably request and (B) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney and proxy set forth in Section 16 hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each The Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers relating or pertaining to the Security Collateral of such Pledgor or any part thereof Pledged Stock for any purpose not purposes inconsistent with the terms of this Agreement or the Secured Debt DocumentsAgreement. (ii) Each The Pledgor shall be entitled to receive and retain any and all cash dividends payable on the Pledged Stock, as well as all other dividends or stock or liquidating dividends, interest and interest, distributions in property, returns of capital or other distributions paid made on or in respect of the Security Collateral of such Pledgor if and to the extent Pledged Stock; provided that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or received in exchange for, for or redemption of any Security CollateralPledged Stock, shall be, and shall be forthwith delivered to become part of the Collateral Trustee to hold as, Security Collateral and shallPledged Stock and, if received by such the Pledgor, shall be received held in trust for the benefit of the Collateral Trustee, ISBMD and shall forthwith be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral Pledgor (registered in the same form as so received (name of the Pledgor and accompanied by proper instruments of assignment executed by the Pledgor in accordance with any necessary indorsement)ISBMD's instructions) to be held subject to the terms of this Agreement. (iii) The Collateral Trustee will ISBMD shall execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies proxies, powers of attorney, dividend notices, and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights that powers which it is entitled to exercise pursuant to paragraph (i) above and and/or to receive the dividends or interest payments that and other distributions which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other and/or consensual rights that and powers which it would otherwise be is entitled to exercise pursuant to Section 9(a)(iparagraph (i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) above and/or to receive the dividends, interest dividends and other distributions that which it would otherwise be is authorized to receive and retain pursuant to Section 9(a)(iiparagraph (ii) above shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which ISBMD who shall thereupon have the sole right and exclusive rights and powers to exercise or refrain from exercising such voting and other consensual rights vote the Stock and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest retain the dividends and other distributions that are which Pledgor would otherwise be authorized to retain. Any and all money and other property paid over to or received by any Pledgor contrary ISBMD pursuant to the provisions of paragraph the subsection (i) of this Section 9(bb) shall be received in trust for the benefit retained by ISBMD as part of the Collateral Trustee, shall Stock and be segregated from other funds of such Pledgor and shall be forthwith paid over to applied in accordance with the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt (as defined in Section 6(d)) shall have occurred and be continuing: (i) Each the Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.thereof; and (ii) Each the Pledgor shall be entitled to receive and retain any and all dividends, interest cash, instruments and other distributions property paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Pledged Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iiib) The Collateral Trustee will Pledgee shall execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies and other instruments as such the Pledgor may reasonably request deem necessary for the purpose of enabling such the Pledgor to exercise the voting and other rights that which it is entitled to exercise pursuant to paragraph (iSection 6(a)(i) above and to receive the dividends or interest payments that dividends, cash, instruments and other property paid in respect of the Pledged Shares which it is authorized to receive and retain pursuant to paragraph Section 6(a) (ii) above. (bc) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i6(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest cash, instruments and other distributions that property which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which Pledgee who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Pledged Collateral such dividends, interest cash, instruments and other distributionsproperty. (ii) All dividends, interest cash, instruments and other distributions that property which are received by any the Pledgor contrary to the provisions of paragraph (i) of this Section 9(b6(c)(i) shall be received in trust for the benefit of the Collateral TrusteePledgee, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Trustee Pledgee as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (d) As used in this Agreement, the term "Event of Default" shall mean the occurrence and the continuance of the failure by the Pledgor to pay any of the Obligations when the same becomes due and payable.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor The Company shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement; PROVIDED, HOWEVER, that the Company shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the Secured Debt Documentsvalue of the Security Collateral or any part thereof. (ii) Each Pledgor The Company shall be entitled to receive and retain any and all dividends, distributions and interest and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt DocumentsCollateral; providedPROVIDED, howeverHOWEVER, that any and all dividends, all (A) dividends and interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of or in exchange for any Security Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of or in exchange for, any Security Collateral, Collateral shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgorthe Company, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor the Company and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementendorsement). The Company shall, upon request of the Trustee, promptly execute such documents and do such acts as may be necessary or advisable to give effect to this paragraph (ii). (iii) The Collateral Upon not less than ten Business Days' prior notice, accompanied by an Officer's Certificate to the effect that any and all conditions under this Agreement have been met, the Trustee will shall execute and deliver (or cause to be executed and delivered) to each Pledgor the Company all such proxies and other instruments as such Pledgor the Company may reasonably request for the purpose of enabling such Pledgor the Company to exercise the voting and other consensual rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, distributions or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor the Company (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i13(a)(i) hereto shall, upon notice to such Pledgor the Company by the Collateral Trustee, cease and (yB) to receive the dividends, distributions and interest and other distributions payments that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii13(a)(ii) hereto shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, distributions and interest and other distributionspayments. (ii) All dividends, distributions and interest and other distributions payments that are received by any Pledgor the Company contrary to the provisions of paragraph (i) of this Section 9(b13(b)(i) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other property and funds of such Pledgor the Company and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt (as defined in Section 14 hereof) shall have occurred and be continuing: continuing (i) Each each Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Pledged Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents. Agreement; (ii) Each each Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other distributions paid in respect of the Security Collateral of such Pledgor if Pledged Stock; and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee will the Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor Pledgor, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it which such Pledgor is entitled to exercise pursuant to paragraph clause (i) above and to receive the dividends or interest payments that it and other distributions which such Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt:(as defined in Section 14 hereof): (i) All rights of each Pledgor (x) the Pledgors to exercise or refrain from exercising the voting and other consensual rights that it which the Pledgors would otherwise be entitled to exercise pursuant to Section 9(a)(i7(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest dividends and other distributions that it which the Pledgors would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii7(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent on behalf of the Noteholders, which shall thereupon have the sole right (as directed by the holders of at least a majority of the then outstanding principal amount of Notes) to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral Pledged Stock such dividends, interest dividends and other distributions.; (ii) All dividends, interest dividends and other distributions that which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) 7 shall be received in trust for the benefit of the Collateral TrusteeNoteholders, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Agent, as Security Collateral Pledged Stock in the same form as so received (with any necessary indorsementindorsements or assignments); and (iii) Each Pledgor shall execute and deliver (or cause to be executed and delivered) to the Agent, all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling it to exercise the voting and other rights which it is entitled to exercise pursuant to clause (i) above and to receive the dividends and other distributions which it is authorized to receive pursuant to clause (ii) above.

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i) Each A. The Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by the Pledgor of stock purchase or subscription rights may be made only from funds of the Pledgor not constituting part of the Collateral and only to the extent permitted by the Credit Agreement) relating or pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided, however, that the Pledgor agrees that it will not inconsistent with exercise any such right or power in any manner which would materially adversely impair the terms value of this the Collateral or any part thereof or violate any provision of the Credit Agreement or the Secured Debt Documentsany other Loan Document in any material respect. (ii) Each B. The Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions paid cash payments payable in respect of the Security Collateral of which are paid in cash by any Issuer if such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other cash payments are permitted by the Credit Agreement, but all dividends and distributions paid or payable other than in cash in respect of, and instruments and of the Collateral or any part thereof made in shares of stock or other property receivedor representing any return of capital, receivable whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise distributed in respect of, or in exchange for, as a result of any Security Collateralexercise of any stock purchase or subscription right, shall bebe and become part of the Collateral hereunder and, and if received by the Pledgor, shall be forthwith delivered to the Collateral Trustee Administrative Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust held for the benefit purposes of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)this Agreement. (iii) C. The Collateral Trustee will Administrative Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each Pledgor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above and to receive the dividends or dividends, interest and payments that which it is authorized to receive and retain pursuant to paragraph clause (iiB) above. (b) Upon notice from the Administrative Agent after the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All a Default, and so long as the same shall be continuing, all rights of each and powers which the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 9(a)(i5(a) shall(A) hereof, upon notice to such and all rights of the Pledgor by the Collateral Trustee, cease and (y) to receive the and retain dividends, interest and other distributions that it would otherwise be authorized to receive and retain payments pursuant to Section 9(a)(ii5(a) (B) hereof, shall automatically forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Trustee, Administrative Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and other consensual rights powers and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest payments. Any and all money and other distributions that are property paid over to or received by any Pledgor contrary the Administrative Agent pursuant to the provisions of this paragraph (i) of this Section 9(bb) shall be received retained by the Administrative Agent as additional Collateral hereunder and applied in trust for accordance with the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingcontinuing and the Collateral Agent has not given notice to the Borrower: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose purpose; provided, however, that such Grantor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of the Security Collateral or any part thereof or on the rights and remedies of the Collateral Agent or the other Secured Parties under this Agreement or the ability of the Collateral Agent or the other Secured Debt DocumentsParties to exercise the same. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, Collateral shall be, and shall be forthwith delivered to the Collateral Trustee Agent to hold as, as Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debtand following notice from the Collateral Agent to the Borrower: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i14(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeAgent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b14(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So During the term of this Agreement ----------------------------- and as long as no Event breach of Default and no agreement, representation, warranty or obligation of Pledgor or other event of default default, under any other Parity Lien Debt this Loan Agreement or the Note (an "EVENT OF DEFAULT"), shall have occurred and be continuingcontinuing beyond any applicable cure period: (ia) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt DocumentsAgreement. (iib) Each Pledgor shall be entitled to receive and retain any and all dividends, interest dividends and other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; Shares provided, however, that any and all dividends, interest all (i) dividends and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security CollateralShares, (ii) dividends and distributions paid or payable in cash in respect of any Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, shall becapital surplus or paid-in surplus, and and (iii) cash paid with respect to, payable or otherwise distributed on redemption of, or in exchange for, any Shares, shall be forthwith delivered to the Collateral Trustee Lender to hold as, Security as Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral TrusteeLender, be segregated from the other property or funds of such Pledgor Pledgor, and be forthwith delivered to the Collateral Trustee Lender as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (iiic) The Collateral Trustee will Lender shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the those voting and other rights that which it is entitled to exercise pursuant to paragraph (i6(a) above and to receive the those dividends or interest payments that distributions which it is authorized to receive and retain pursuant to paragraph (ii6(b) above. (bd) Upon the occurrence and during the continuance of If an Event of Default shall have occurred and be continuing and any amounts shall be due and payable (whether by acceleration, maturity, or an event of default otherwise) under any other Parity Lien Debt: (i) All of the Obligations, all rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease this paragraph 6 and (y) to receive the dividends, interest dividends and other distributions that which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically this paragraph shall, at Lender's option, cease, and all such rights shall shall, at Lender's option, thereupon become vested in the Collateral TrusteeLender so long as an Event of Default shall continue, which shall and Lender shall, at its option, thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, dividends and interest and other distributionspayments. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documentspurpose. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, howeverthat, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and the form of instruments and other property received, receivable or otherwise distributed certificates in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith promptly delivered to the Collateral Trustee Administrative Agent to hold as, as Security Collateral (to the extent it is not Excluded Property) and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeSecured Parties, be segregated from the other property or funds of such Pledgor Grantor and be forthwith promptly delivered to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i13(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAdministrative Agent, cease and (yB) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii13(a)(ii) shall automatically cease, and all such rights shall shall, subject to the Intercreditor Agreement, thereupon become vested in the Collateral TrusteeAdministrative Agent for the benefit of the Secured Parties, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b13(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Parties, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith promptly paid over to the Collateral Trustee Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt DocumentsAgreement. (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, interest and dividends or other distributions or amounts paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)this Agreement. (iii) The Collateral Trustee will Secured Party shall execute and deliver (or cause to be executed and delivered) to each Pledgor Pledgor, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor to (xA) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i5(a)(i) shall, upon notice to such Pledgor by the Collateral TrusteeSecured Party, cease and (yB) to receive the dividends, interest dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii5(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral TrusteeSecured Party, which shall thereupon have the sole right right, but not the obligation, to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributionsdividends or otherwise to retain them. (ii) All dividends, interest and other distributions that dividends which are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b5(b) shall be received in trust for the benefit of the Collateral TrusteeSecured Party, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee Secured Party as Security Collateral in the same form as so received (with any necessary indorsementendorsement). (c) In the event that all or any part of the instruments (if any) constituting the Collateral are lost, destroyed or wrongfully taken while such instruments are in the possession of the Secured Party, Pledgor shall cause the delivery of new instruments in place of the lost, destroyed or wrongfully taken instruments upon request therefor by the Secured Party without the necessity of any indemnity bond or other security other than the Secured Party’s agreement or indemnity therefor customary for pledge agreements similar to this Agreement. (d) Pledgor shall permit representatives of Secured Party, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, all at the sole cost of the Pledgor. Pledgor shall forward copies of any notices or communications received by Pledgor with respect to the Collateral to the Secured Party, all in such manner as Secured Party may reasonably require.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (icontinuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) Each hereof, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, the Indenture or the Secured Additional Debt Documents. (iib) Each So long as no Event of Default shall have occurred and be continuing with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, and subject to the terms of the Indenture and the Additional Debt Documents, the Pledgor shall be entitled to receive receive, and retain to utilize free and clear of the Lien of this Agreement and without any and further action on the part of the Pledgor, the Collateral Agent, the Secured Parties or any other Person, all dividends, interest and other distributions cash dividends paid from time to time in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any Pledged Shares. (c) Any and all dividends, interest (i) dividends and other distributions paid or payable (other than in cash in respect of, and instruments and other property dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral and (ii) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall in each case be forthwith delivered to the Collateral Trustee Agent to hold as, Security as Collateral and shall, if received by such the Pledgor, be received in trust for the benefit of the Collateral TrusteeAgent and the Secured Parties, be segregated from the other property or and funds of such the Pledgor and be forthwith delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsements). The Pledgor shall notify the Collateral Agent in writing upon the receipt of any cash in accordance with the previous sentence. (iiid) The Subject to receipt of any necessary regulatory approval, the Collateral Trustee will Agent shall execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (iSections 6(a) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii6(b) above. (be) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, (i) All all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii6(a) shall automatically cease, and all such rights shall thereupon become become, subject to receipt of any necessary regulatory approval, vested in the Collateral TrusteeAgent, which which, to the extent permitted by law, shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights rights, (ii) all dividends and other distributions payable in respect of the Collateral shall be paid to the Collateral Agent and the Pledgor's right to receive such cash payments pursuant to Section 6(b) hereof shall immediately cease and hold as Security (iii) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Shares shall become vested in the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such dividendsrights, interest privileges and other distributionsoptions. (iif) Upon the occurrence and during the continuance of an Event of Default with respect to which a Default Notice has been delivered to the Collateral Agent in accordance with Section 12(e) hereof, the Pledgor shall, subject to receipt of any necessary regulatory approval, execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(e) above. (g) All dividends, interest payments of dividends and other distributions that are received by any the Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) 6 shall be received in trust for the benefit of the Collateral TrusteeAgent and the Secured Parties, shall be segregated from the other property or funds of such the Pledgor and shall be forthwith paid over delivered to the Collateral Trustee Agent as Security Collateral in the same form as so received (with any necessary indorsementendorsements). (h) The Collateral Agent shall invest any portion of the Collateral that is comprised of cash in Permitted Investments as may be directed by the Pledgor in writing from time to time. "Permitted Investments" means (i) debt obligations issued or guaranteed by the government of the United States of America or any agency thereof for which the full faith and credit of the United States of America is pledged to secure payment in full at maturity and which are not redeemable at the option of the issuer prior to maturity and (ii) investments in time deposits, certificates of deposit or money market deposits entitled to U.S. Federal deposit insurance for the full amount thereof or issued by a bank or trust company which is organized under the laws of the United States or any state thereof having capital in excess of $250 million or any money-market fund sponsored by any registered broker dealer or mutual fund distributor; provided that no such investment shall mature later than 180 days after the date of acquisition thereof. The Collateral Agent shall have no liability (including for lost profits) in connection with investments of the Collateral.

Voting Rights; Dividends; Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i) Each Pledgor A. The Pledgors shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by the Pledgors of stock purchase or subscription rights may be made only from funds of the Pledgors not comprising part of the Collateral required to be delivered to the Administrative Agent hereunder) relating or pertaining to the Security Collateral of such Pledgor or any part thereof for any purpose purpose; provided that, each Pledgor agrees that it will not inconsistent with the terms of exercise any such right or power in any manner which would violate this Agreement or the Secured Debt Documentsany other Loan Document. (ii) Each Pledgor B. The Pledgors shall be entitled to receive and retain any and all dividends, interest lawful dividends and other distributions paid payments payable in respect of the Security Collateral of which are paid in cash by any Issuer if such Pledgor if dividends and to the extent that the payment thereof is not otherwise prohibited other payments are permitted by the terms Credit Agreement, but all dividends and distributions in respect of the Secured Debt Documents; provided, however, that Collateral or any and all dividends, interest and other distributions paid part thereof made in shares of stock or payable other than in cash in respect of, and instruments and securities or other property receivedor representing any return of capital, receivable whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise distributed in respect of, or in exchange for, as a result of any Security Collateralexercise of any stock purchase or subscription right, shall bebe and become part of the Collateral hereunder and, and if received by any Pledgor, shall be forthwith delivered to the Collateral Trustee Administrative Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust held for the benefit purposes of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)this Agreement. (iii) C. The Collateral Trustee will Administrative Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each Pledgor the applicable Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above and to receive the dividends or interest and payments that which it is authorized to receive and retain pursuant to paragraph clause (iiB) above. (b) Upon notice from the occurrence and Administrative Agent during the continuance existence of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, and so long as the same shall be continuing, all rights of each Pledgor (x) to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Pledgors are entitled to exercise pursuant to Section 9(a)(i5(a)(A) shallhereof, upon notice to such Pledgor by and all rights of the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized Pledgors to receive and retain dividends pursuant to Section 9(a)(ii5(a)(B) hereof, shall automatically forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Trustee, Administrative Agent which shall thereupon have have, during the continuance of such Event of Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and other consensual rights powers and to receive such dividends and hold as Security Collateral such dividends, interest payments. Any and all money and other distributions. (ii) All dividends, interest and other distributions that are property paid over to or received by any Pledgor contrary the Administrative Agent pursuant to the provisions of this paragraph (i) of this Section 9(bb) shall be received retained by the Administrative Agent as additional Collateral hereunder and applied in trust for accordance with the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)provisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor The Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor pledged and assigned by it hereunder, or any part thereof thereof, for any purpose not inconsistent with the terms of this Agreement or Agreement, the Secured Debt DocumentsIndenture and the Notes. (ii) Each Pledgor The Grantor shall be entitled to receive receive, retain, and retain distribute any and all dividends, interest and other distributions paid or distributed in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid Indenture or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement)Notes. (iii) The Collateral Trustee will shall execute and deliver (or cause to be executed and delivered) to each Pledgor the Grantor all such proxies and other instruments as such Pledgor the Grantor may reasonably request for the purpose of enabling such Pledgor the Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive receive, retain, and retain distribute pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor the Grantor (xA) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i11(a)(i) shall, upon notice to such Pledgor the Grantor by the Collateral TrusteeTrustee acting at the direction of the Holders of a majority interest of Outstanding Notes, cease and (yB) to receive receive, the dividends, interest payments, and other distributions that it would otherwise be authorized to receive receive, retain, and retain distribute pursuant to Section 9(a)(ii11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest payments and other distributionsdistributions as the Holders of a majority in interest of Outstanding Notes shall direct. (ii) All dividends, interest payments, and other distributions that are received by any Pledgor the Grantor contrary to the provisions of paragraph (i) of this Section 9(b11(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor the Grantor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Secured Debt other Basic Documents.; and (ii) Each the Pledgor shall be entitled to receive and retain any and all dividends, interest and other distributions dividends paid in respect of the Security Pledged Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited permitted by the terms of the Secured Debt Basic Documents; provided. (b) Upon the occurrence and continuance of an Event of Default: (i) all rights of the Pledgor to exercise the voting and other consensual rights which the Pledgor would otherwise be entitled to exercise pursuant to Section 1.6(a)(i) and to receive the dividends and interest payments which the Pledgor would otherwise be authorized to receive and retain pursuant to Section 1.6(a)(ii) shall cease, however, that any and all dividendssuch rights shall thereupon become vested in the Security Agent, interest which shall thereupon have the sole right to exercise such voting and other distributions paid or payable other than in cash in respect of, consensual rights and instruments to receive and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, hold as Pledged Collateral such dividends and shall be forthwith delivered interest payments; and (ii) all dividends which are received by the Pledgor contrary to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, provisions of Section 1.6(b)(i) shall be received in trust for the benefit of the Collateral TrusteeSecurity Agent, shall be segregated from the other property or funds of such the Pledgor and shall be forthwith delivered paid over to the Collateral Trustee Security Agent as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement). (iii) The Collateral Trustee will execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All rights of each Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i) shall, upon notice to such Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuingcontinuing and notwithstanding any other section hereof: (i) Each the Pledgor shall be entitled to exercise any and all voting and other or consensual rights pertaining and powers, including subscription rights, accruing to an owner of the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or any agreement giving rise to any of the Secured Debt Documents.Indenture Obligations; (ii) Each the Pledgor shall be entitled to receive receive, retain and retain use any and all dividends, interest and distributions or other distributions paid in respect of the Security Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited payments which are permitted by the terms of Indenture and paid on the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid Pledged Collateral in cash or payable property (other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and shall be forthwith delivered securities which are subject to the Collateral Trustee to hold as, Security Collateral and shall, if received by such Pledgor, be received in trust for the benefit of the Collateral Trustee, be segregated from the other property or funds of such Pledgor and be forthwith delivered to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsementthis Agreement).; (iii) The Collateral the Trustee will shall execute and deliver (to the Pledgor or cause to be executed and delivered) delivered to each Pledgor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request in writing for the purpose of enabling such Pledgor it to exercise the voting or consensual rights and other rights that it powers which the Pledgor is entitled to exercise pursuant to paragraph the foregoing subparagraph (i) above and or to receive the dividends dividends, distributions or interest other payments that it which the Pledgor is authorized to receive and retain pursuant to paragraph the foregoing subparagraph (ii) above). (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien Debt: (i) All Default, all rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other or consensual rights that it and powers which the Pledgor would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 9(a)(i5(a) shall, upon notice to such Pledgor by the Collateral Trustee, cease hereof and (y) to receive the dividends, interest distributions and other distributions that it payments which the Pledgor would otherwise be authorized to receive and retain pursuant to subsection (ii) of Section 9(a)(ii5(a) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Trustee, which shall thereupon then have the sole and exclusive right and authority to exercise or refrain from exercising all such voting and other consensual rights and powers and to receive and hold retain as Security Pledged Collateral all such dividends, interest distributions and other distributions. (ii) All dividends, interest payments. Any and all money and other distributions that property paid over to or received by the Trustee pursuant to the provisions of this Section 5(b) shall be retained by the Trustee as Pledged Collateral hereunder and shall be administered and applied in accordance with the provisions of this Pledge Agreement and the Indenture. All dividends and interest payments which are received by any the Pledgor contrary to the provisions of paragraph this subsection (i) of this Section 9(bb) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuing: (i) Each Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral of such Pledgor Grantor or any part thereof for any purpose consistent with this Agreement, the Credit Agreement and the other Loan Documents; provided however, that such Grantor will not inconsistent with exercise or refrain from exercising any such right if such action could materially and adversely affect the terms rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Debt DocumentsParties to exercise the same. (ii) Each Pledgor Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Pledgor Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Loan Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, Collateral shall be, and shall be forthwith delivered to the Collateral Agent (unless required to be delivered to the Trustee pursuant to the Intercreditor Agreement) to hold as, as Security Collateral and shall, if received by such PledgorGrantor, be received in trust for the benefit of the Collateral TrusteeAgent, be segregated from the other property or funds of such Pledgor Grantor and be forthwith delivered to the Collateral Agent (unless required to be delivered to the Trustee pursuant to the Intercreditor Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Trustee Agent will execute and deliver (or cause to be executed and delivered) to each Pledgor Grantor all such proxies and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event of default under any other Parity Lien DebtDefault: (i) All rights of each Pledgor Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 9(a)(i11(a)(i) shall, upon notice to such Pledgor Grantor by the Collateral TrusteeAgent, cease and (y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent (or the Trustee, if required pursuant to the Intercreditor Agreement), which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Pledgor Grantor contrary to the provisions of paragraph (i) of this Section 9(b11(b) shall be received in trust for the benefit of the Collateral TrusteeAgent, shall be segregated from other funds of such Pledgor Grantor and shall be forthwith paid over to the Collateral Agent (unless required to be delivered to the Trustee pursuant to the Intercreditor Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). (c) Upon the occurrence and during the continuation of an Event of Default or a Cash Dominion Event, the Collateral Agent shall be authorized to exercise exclusive control over all Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts).

Voting Rights; Dividends; Etc. (aA) So As long as no Event of Default, as defined below, and the expiration of any cure period related to such Event of Default and no event of default under any other Parity Lien Debt shall have occurred and be continuinghas occurred: (i) Each The Pledgor shall be entitled to exercise or direct the exercise of any and all voting and other consensual rights pertaining to the Security Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Secured Debt Documents.Agreement; (ii) Each The Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, interest dividends and distributions paid in respect of the Pledged Collateral; provided that any and all dividends and other distributions paid in respect of the Security Pledged Collateral which are made in the form of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Secured Debt Documents; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and equity securities shall be forthwith delivered to the Collateral Trustee Secured Party to hold as, Security as Pledged Collateral and shall, if received by such the Pledgor, be received in trust for the benefit of the Collateral TrusteeSecured Party, be segregated from the other property or funds of such Pledgor the Pledgor, and be forthwith delivered to the Collateral Trustee Secured Party as Security Pledged Collateral in the same form as so received (with any necessary indorsementendorsement).; and (iii) The Collateral Trustee will Secured Party shall, if necessary, upon written request of the Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to each the Pledgor all such proxies proxies, dividend payment orders and other instruments as such the Pledgor may reasonably request for in order to permit the purpose of enabling such Pledgor to exercise the voting and other rights that which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (iiSection 7(A)(i) above. (bB) Upon the occurrence and during the continuance of an Event of Default or an event Default, as defined below, and the expiration of default under any other Parity Lien Debtcure period related to such Event of Default: (i) All rights of each the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 9(a)(i7(A)(i) shallabove shall cease, upon notice and all such rights shall thereupon become vested in the Secured Party which shall thereupon have the sole right at its option to exercise such voting and other consensual rights; (ii) All rights of the Pledgor by the Collateral Trustee, cease and (y) to receive the dividends, interest dividends and other distributions that which it would otherwise be authorized to receive and retain pursuant to Section 9(a)(ii7(A)(ii) above shall automatically cease, cease and all such rights shall thereupon become vested in the Collateral Trustee, which Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and distributions; and (iii) In order to permit the Secured Party to exercise or refrain from exercising such the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(A)(i) above, the Pledgor shall, if necessary, upon written notice from the Secured Party, from time to time execute and deliver to receive and hold as Security Collateral such dividendsthe Secured Party appropriate proxies, interest dividend payment orders and other distributionsinstruments as the Secured Party may reasonably request. (ii) All dividends, interest and other distributions that are received by any Pledgor contrary to the provisions of paragraph (i) of this Section 9(b) shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary indorsement).