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

Voting Rights; Dividends; Etc. a. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights pertaining powers accruing to an owner of the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or any agreement giving rise to or otherwise relating to any of the Purchase AgreementSecured Obligations; provided, however, that the Pledgor shall not exercise exercise, or shall refrain from exercising exercising, any such right or power if any such action would could have a material adverse effect on the value of such Pledged Collateral in the sole judgment of the Pledgee. The Pledgor shall not be entitled to retain and use any and all cash dividends paid on the Pledged Collateral, including any and all stock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of Pledged Securities, whether resulting from a subdivision, combination or reclassification of outstanding securities of the Issuer 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 exchange of assets or on the liquidation, whether voluntary or involuntary, of the Issuer, or otherwise, such property being additional Pledged Collateral pledged hereunder and, if received by the Pledgor, shall forthwith be inconsistent with or violate any provisions delivered to the Pledgee to be held as Pledged Collateral subject to the terms and conditions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall agrees to execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to the Pledgor Pledgor, as appropriate, at the sole cost and expense of the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant and/or to Section 6(a) abovereceive the dividends which Pledgor is authorized to retain. d. All dividends or other distributions which are received by Without limiting the generality of the foregoing, the Pledgor contrary to the provisions of this Section 6 hereby grants a proxy (which shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over a proxy coupled with an interest) to the Pledgee as to vote the Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon upon the occurrence and during the continuance continuation of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.

Voting Rights; Dividends; Etc. a. So long as no Event of Default shall have occurred and be continuing, (unless such Event of Default is waived in writing by the Pledgees): Each Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the such Pledgor shall not exercise or shall refrain from exercising any such right if if, in the reasonable judgment of such Pledgees, such action would have a material adverse effect on the value Security Interest or the rights and remedies of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions Pledgees hereunder; provided, further, that such Pledgor shall give the Pledgees at least ten (10) days’ prior written notice of this Agreement the manner in which it intends to exercise, or the Purchase Agreementreasons for refraining from exercising, any such right. b. So long as no Event of Default shall have occurred and be continuing, the Each Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid from time to time in respect of such Pledgor’s Pledged Collateral. Upon and after the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver occurrence of any Event of Default (or cause to be executed and delivered) to unless such Event of Default is waived in writing by the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose Pledgees): All rights of enabling the each Pledgor to exercise or refrain from exercising the voting and other consensual rights which it is would otherwise be entitled to exercise pursuant to Section 6(a6(a)(i) aboveand to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease, and all such rights shall thereupon become vested in the 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 Pledged Collateral such dividends and interest payments. d. All dividends or other distributions and interest payments which are received by the Pledgor Pledgors contrary to the provisions of paragraph (i) of this Section 6 6(b) shall be received in trust for the benefit of the PledgeePledgees, shall be segregated from other funds of the applicable Pledgor and shall be forthwith paid over to the Pledgee Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.

Voting Rights; Dividends; Etc. a. So long as no Event (1) Unless a Notice of Default shall have occurred Acceleration has been delivered and be continuingis at the time in effect, the Pledgor Company shall be entitled to exercise any and all voting and other corporate rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or Indenture and the Purchase AgreementSecurities; provided, however, that the Pledgor no vote shall not exercise be cast or shall refrain from exercising any such right if such consent, waiver or ratification given or action taken that would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions provision of this Agreement Indenture or the Purchase AgreementSecurities. b. So After a Notice of Acceleration has been delivered and so long as no Event of Default shall have occurred and be continuingit remains in effect, upon written notice from the Pledgor shall be entitled Trustee to receive the Company that it has determined that it will exercise such rights, all cash dividends paid from time to time in respect rights of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor Company to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the consensual corporate rights which it would otherwise be entitled to exercise pursuant to this Section 6(a10.02(d)(1) shall cease, cease and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent)Trustee, which shall thereupon have the sole right to exercise such voting and other consensual corporate rights in accordance with Section 10 hereof during the continued effectiveness of such Notice of Acceleration (such rights to include the exercise of any and (ii) all cash dividends rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Shares, including, without limitation, the right to exchange, at the Trustee's discretion, any and all of the Pledged Shares upon the merger, consolidation, reorganization, recapitalization or other distributions payable in respect readjustment of any issuer of any of such Pledged Shares or upon the exercise by any such issuer or the Trustee of any right, privilege or option pertaining to any of the Warrant and Pledged Shares and, in connection therewith, to deposit and deliver any and all of the Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency on such terms and conditions as the Trustee may determine, all without liability except to account for property actually received by it). The Trustee shall be paid have no duty to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability Company to exercise any of the Warrantaforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. 7Upon rescission of such Notice of Acceleration, such voting and consensual corporate rights shall revert to the Company.

Voting Rights; Dividends; Etc. a. So long as no Event of Default shall have occurred and be continuing, the Pledgor The appropriate Borrower shall be entitled to exercise any and all voting and/or consensual rights and other rights pertaining powers accruing to owners of the Warrant and Pledged Shares Securities or any part thereof for any purpose not inconsistent with the terms hereof, at all times, except as expressly provided in this SECTION 12.4. Any dividends or distributions of this Agreement any kind whatsoever (other, so long as an Event of Default is not continuing, than in cash) received by a Borrower, whether resulting from subdivision, combination, or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Collateral Securities or any part thereof or be inconsistent with or violate as a result of any provisions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuingmerger, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends consolidation, acquisition or other distributions exchange of assets to which are received by the Pledgor contrary to the provisions of this Section 6 shall issuer may be received in trust for the benefit of the Pledgeea party, or otherwise, shall be segregated from other funds and become (to the fullest extent permitted by Applicable Law) part of the Pledgor Pledged Securities pledged hereunder and shall immediately be forthwith paid over delivered to Lender to be held subject to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement)terms hereof. e. Upon the occurrence and during the continuance of an Event of DefaultDefault and notice from Lender of the transfer of such rights to Lender, (i) all voting and other rights of the Pledgor Borrowers to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 6(a) this SECTION 12.4 shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent)Lender, which shall thereupon have the sole and exclusive right and authority to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7voting and/or consensual rights.

Voting Rights; Dividends; Etc. a. So long as no Event of Default shall have occurred and be continuing, the (a) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So so long as (i) no Event of Default or Lease Event of Default shall have occurred and be continuingcontinuing and (ii) the exercise of such voting and other consensual rights would not result in an Event of Default or Lease Event of Default. Upon the occurrence and during the continuance of an Event of Default or Lease Event of Default all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to the preceding sentence shall cease, and all such rights shall thereupon become vested in the Security Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights. (b) The Pledgor shall be entitled to receive and retain any and all cash dividends distributions paid from time to time in respect of the Warrant Collateral in compliance with the terms of the Loan Agreement and Pledged Sharesthe Security Deposit Agreement so long as (i) no Event of Default or Lease Event of Default shall have occurred and be continuing and (ii) the receipt of such distributions would not result in an Event of Default or Lease Event of Default; provided, however, that any and all (i) distributions paid or payable in shares (or rights to shares) of any Company, (ii) distributions paid or payable in cash, securities or other property in respect of any Collateral in connection with a partial or total liquidation or dissolution, and (iii) cash, securities or other property paid, payable or otherwise distributed in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Security Agent to hold as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Security Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Security Agent as Collateral in the same form as so received (with any necessary endorsement). c. The Pledgee Upon the occurrence and during the continuance of an Event of Default or Lease Event of Default all rights of the Pledgor to thereafter receive the distributions which it would otherwise be authorized to receive pursuant to the preceding sentence shall cease, and all such rights shall thereupon become vested in the Security Agent which shall thereupon have the sole right to receive and hold as Collateral such distributions. (c) All distributions and other amounts which are received by the Pledgor contrary to the provisions of this Section or of the Loan Agreement shall be received in trust for the benefit of the Security Agent, shall be segregated from other funds of the Pledgor, and shall be forthwith paid over to the Security Agent as Collateral in the same form as so received (with any necessary endorsement). (d) In order to permit the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to subsection (a) above and to receive the distributions which it is authorized to receive and retain pursuant to subsection (b) above, the Security Agent shall, if necessary, execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies proxies, dividend payment orders and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to request. Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 78.

Voting Rights; Dividends; Etc. a. So long as no Each Pledgor agrees: after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefor by the Pledgee, such Pledgor will deliver (properly endorsed where required hereby or requested by the Pledgee) to the Pledgee all Dividends, Distributions, all other cash payments, and all Proceeds of the Collateral, all of which shall be entitled to exercise held by the Pledgee as additional Collateral for use in accordance with Section 6.4 hereof; and after any and all voting and other rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuingcontinuing and the Pledgee has notified any Pledgor of the Pledgee’s intention to exercise its voting power under this Section 4.1.5: the Pledgee may exercise (to the exclusion of each Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and each Pledgor hereby grants the Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledgor shall Pledged Interests and such other Collateral; and to promptly deliver to the Pledgee such additional proxies and other documents requested by the Pledgee as may be entitled necessary to receive all allow the Pledgee to exercise such voting power. All Dividends, Distributions, cash dividends paid payments and Proceeds which may at any time and from time to time be held by any Pledgor but which such Pledgor is then obligated to deliver to the Pledgee, shall, until delivery to the Pledgee, be held by such Pledgor separate and apart from its other property in trust for the Pledgee. The Pledgee agrees that unless an Event of Default shall have occurred and be continuing and the Pledgee shall have given the notice referred to in clause (b), such Pledgor shall have the exclusive voting power with respect to any shares of Capital Stock or other ownership interests (including any of the Warrant Pledged Interests) constituting Collateral and Pledged Shares. c. The the Pledgee shall execute and shall, upon the written request of such Pledgor, promptly deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments documents, if any, as the shall be reasonably requested by such Pledgor may reasonably request for the purpose of enabling the which are necessary to allow such Pledgor to exercise the voting and other rights which it is entitled power with respect to exercise pursuant to Section 6(a) above. d. All dividends any such share of Capital Stock or other distributions which are received by ownership interests (including any of the Pledgor contrary to the provisions of this Section 6 Pledged Interests) constituting Collateral; provided, however, that no vote shall be received in trust for the benefit cast, or consent, waiver, or ratification given, or action taken by any Pledgor that would impair any Collateral or be inconsistent with or violate any provision of the PledgeeCredit Agreement, shall be segregated from any other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with Loan Document or any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Interest Rate Hedging Agreement.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights pertaining powers accruing to an owner of the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or any agreement giving rise to or otherwise relating to any of the Purchase AgreementSecured Obligations; provided, however, that the Pledgor shall not exercise exercise, or shall refrain from exercising exercising, any such right or power if any such action would could have a material adverse effect on the value of such Pledged Collateral in the sole judgment of the Pledgee. The Pledgor shall not be entitled to retain and use any and all cash dividends paid on the Pledged Collateral, including any and all stock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of Pledged Securities, whether resulting from a subdivision, combination or reclassification of outstanding securities of the Issuer 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 exchange of assets or on the liquidation, whether voluntary or involuntary, of the Pledgee or Holdings, or otherwise, such property being additional Pledged Collateral pledged hereunder and, if received by the Pledgor, shall forthwith be inconsistent with or violate any provisions delivered to the Pledgee to be held as Pledged Collateral subject to the terms and conditions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall agrees to execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to the Pledgor Pledgor, as appropriate, at the sole cost and expense of the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant and/or to Section 6(a) abovereceive the dividends which Pledgor is authorized to retain. d. All dividends or other distributions which are received by Without limiting the generality of the foregoing, the Pledgor contrary to the provisions of this Section 6 hereby grants a proxy (which shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over a proxy coupled with an interest) to the Pledgee as to vote the Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon upon the occurrence and during the continuance continuation of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.

Voting Rights; Dividends; Etc. a. So Each Grantor agrees: promptly upon receipt of notice of the occurrence and continuance of a Specified Default from the Administrative Agent and without any request therefor by the Administrative Agent, so long as no Event such Specified Default shall continue, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Administrative Agent as additional Collateral; and with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly use its best efforts to modify its Organic Documents to admit the Administrative Agent as a general partner or member, as applicable, immediately upon the occurrence and continuance of a Specified Default and so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, that the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and to promptly deliver to the Administrative Agent such additional proxies and other Documents as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Grantor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless a Specified Default shall have occurred and be continuingcontinuing and the Administrative Agent shall have given the notice referred to in clause (b), such Grantor will have the Pledgor exclusive voting power with respect to any Investment Property constituting Collateral and the Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other Documents, if any, as shall be entitled reasonably requested by such Grantor which are necessary to allow such Grantor to exercise any and all that voting and other rights pertaining to the Warrant and Pledged Shares power; provided that no vote shall be cast, or any part thereof for any purpose not inconsistent with the terms of this Agreement consent, waiver, or the Purchase Agreement; providedratification given, however, or action taken by such Grantor that the Pledgor shall not exercise or shall refrain from exercising would impair any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions provision of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Loan Document.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the : (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Security Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementpurpose; provided, however, that the Pledgor shall will not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Security Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreementthereof. b. So long as no Event of Default shall have occurred and be continuing, the (ii) The Pledgor shall be entitled to receive and retain any and all cash dividends dividends, interest and other distributions paid from time to time in respect of the Warrant Security Collateral if and Pledged Sharesto the extent that the payment thereof is not otherwise prohibited by the terms of the Financing Documents; provided, however, that any and 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 Agent to hold as, Security Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of the Pledgor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). c. (iii) The Pledgee shall Collateral Agent will execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 6(aparagraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. b) Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.: 07771-0276/LEGAL16959772.4 5/4/10 A-6

Voting Rights; Dividends; Etc. a. So long as no in Respect of the Collateral Upon the Occurrence and During the Continuance of an Event of Default. Upon the occurrence of an Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So long as no while an Event of Default shall have occurred and be is continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect rights of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a) 3 of this Agreement, and to receive the dividends which it would otherwise be authorized to receive and retain in trust pursuant to Section 3 of this Agreement, shall cease, and all such rights shall thereupon become vested in Secured party and the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent)Investors, which who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends. Without limiting the generality of the foregoing, Secured Party and the Investors 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 Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in accordance with Section 10 hereof its discretion, any and (ii) all cash dividends of the Collateral upon the merger, consolidation, reorganization, recapitalization or other distributions payable in respect adjustment of the Warrant Grantor, or upon the exercise by the Grantor of any right, privilege or option pertaining to any Collateral, and, in connection therewith, to deposit and Pledged Shares deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine. All dividends which are received by the Grantor contrary to the provisions of this Section 4 shall be received in trust for the benefit of the Investors, shall be segregate from other funds of the Grantor, and shall be forthwith paid over to the Pledgee Investors as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by Secured party as Collateral and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no as further right or ability to exercise collateral security for the Warrant. 7Obligations.

Voting Rights; Dividends; Etc. a. So long as no The Pledgor agrees: 13 (a) after any Default of the nature referred to in Section 10.1.9 of the Credit Agreement or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice thereof by the Pledgor and without any request therefor by the Agents, to deliver (properly endorsed where required hereby or requested by the Agents) to the Agents all Dividends, Distributions, all interest, all principal, all other cash payments, and all proceeds of the Collateral, all of which shall be entitled to exercise held by the Agents as additional Collateral for use in accordance with SECTION 6.4; and (b) after any and all voting and other rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuingcontinuing and the Agents have notified the Pledgor of the Agents' intention to exercise their voting power under CLAUSE (B) of this SECTION 4.1.4 (i) the Agents may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of Capital Stock constituting Collateral and the Pledgor hereby grants the Agents an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) promptly to deliver to the Agents such additional proxies and other documents as may be necessary to allow the Agents to exercise such voting power. All Dividends, Distributions, cash payments, and proceeds at any time and from time to time held by the Pledgor but which the Pledgor is then obligated to deliver to the Agents, shall, until delivery to the Agents, be held by the Pledgor separate and apart from its other property in trust for the Agents. The Agents agrees that unless an Event of Default shall have occurred and be continuing and the Agents shall have given the notice referred to in CLAUSE (B) of this SECTION 4.1.4, the Pledgor shall be entitled have the exclusive voting power with respect to receive all cash dividends paid from time to time in respect any shares of Capital Stock (including any of the Warrant and Pledged Shares. c. The Pledgee shall execute ) constituting Collateral and the Agents shall, upon the written request of the Pledgor, promptly deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments documents, if any, as the Pledgor may shall be reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received requested by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.are 14

Voting Rights; Dividends; Etc. a. (a) So long long, as no Event of Default shall have occurred and be continuingor event which, with the Pledgor giving of notice or the lapse of time or both would become an Event of Default, has occurred: (i) The Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining Pertaining to the Warrant and Pledged Shares or any part thereof Collateral for any purpose not inconsistent with the terms of this Agreement or the Purchase Credit Agreement; provided, however, that the Pledgor Xxxxxxx shall not exercise or shall refrain from exercising any such right if if, in SAFECO's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions thereof, and provided further , that the Xxxxxxx shall give SAFECO at least 10 days' prior written notice of this Agreement the manner in which it intends to exercise. or the Purchase Agreementreasons for refraining from exercising such right. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor (ii) The Xxxxxxx shall be entitled to receive all cash and retain any dividends paid from time to time in respect of the Warrant Pledged Collateral, provided however, that any dividends paid other than in cash and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies any instruments and other instruments as the Pledgor may reasonably request property distributed in respect of or in exchange for the purpose of enabling the Pledgor to exercise the voting any Pledged Collateral, and any dividends and other rights which it is entitled distributions paid or payable 'm cash in respect of Pledged Collateral in connection with a partial or total corporate liquidation or dissolution or in connection with a reduction of capital, shall be delivered to exercise pursuant SAFECO to Section 6(a) abovehold as Pledged Collateral and shall. d. All dividends or other distributions which are if received by the Pledgor contrary to the provisions of this Section 6 shall Xxxxxxx, be received in trust for the benefit of SAFECO, be segregated, from the Pledgee, shall be segregated from other property and funds of the Pledgor Xxxxxxx, and shall be forthwith paid over delivered to the Pledgee SAFECO as Pledged Collateral in the same form as so received (with any necessary endorsement). e. (iii) SAFECO shall execute and deliver (or cause to be executed and delivered) to the Xxxxxxx all proxies and other instruments as the Xxxxxxx may reasonably request for the purpose of enabling the Xxxxxxx to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time or both, would become an Event of Default, : (i) all All rights of the Xxxxxxx to exercise the voting and other rights of the Pledgor to exercise the consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a6(a)(i) and to receive the dividends which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease, and all such rights SAFECO shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such voting and other consensual rights in accordance with Section 10 hereof and to receive and hold such dividends as Pledged Collateral. (ii) all cash All dividends or which are received by the Xxxxxxx contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of SAFECO, shall be segregated from other distributions payable in respect funds of the Warrant Xxxxxxx, and Pledged Shares shall be forthwith paid over to SAFECO) as Pledged Collateral in the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. a. So long as no Event of Default (as hereinafter defined) shall have occurred and be continuing, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementany other agreement executed by and between Pledgor and Lender; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on upon the value of the Pledged Collateral (or any part thereof or be inconsistent with or violate any provisions of this Agreement thereof) or the Purchase Agreementlender's security interest in the Collateral. b. Upon the occurrence and during the continuation of an Event of Default (as hereinafter defined) all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to the provisions hereof shall immediately cease and all such rights shall thereupon become immediately vested in lender who shall thereafter have the sole right to exercise such voting and other essential rights. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive retain all ordinary cash dividends paid from time to time in respect of on the Warrant and Pledged SharesCollateral. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the PledgeeHowever, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of Lender reserves the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive all such cash payments pursuant dividends. Pledgor hereby appoints lender as his Attorney-in-Fact, with full authority in his place and stead and in his name from timx xx time, in Lender's sole discretion, to Sections 6(b) take any action and 6(c) hereof shall immediately cease, and Pledgor shall no further right to execute any instrument that Lender may deem necessary or ability advisable to exercise accomplish the Warrant. 7purpose of this Agreement.

Voting Rights; Dividends; Etc. a. (a) So long as no First Lien Event of Default shall have occurred and be continuing, continuing and until such time as such Grantor has received notice from the Pledgor First Lien Collateral Agent directing such Grantor to cease exercising the rights set out in this Section 12(a): (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Security Collateral of such Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementother First Lien Documents. (ii) 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 Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the First Lien Documents; provided, however, that any and 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 shall be, and shall be forthwith delivered to the Pledgor shall not exercise or shall refrain from exercising any First Lien Collateral Agent to hold as, Security Collateral and shall, if received by such right if such action would have a material adverse effect on Grantor, be received in trust for the value benefit of the Pledged First Lien Collateral Agent, be segregated from the other property or any part thereof or be inconsistent with or violate any provisions funds of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred such Grantor and be continuingforthwith delivered to the First Lien Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement), the Pledgor shall be entitled to receive all (B) dividends and other distributions paid or payable in cash dividends paid from time to time 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 shall be deposited in the Warrant Revenue Account or such other account as provided for in the Security Deposit Agreement, and Pledged Shares(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 deposited in the Revenue Account or such other account as provided for in the Security Deposit Agreement. c. (iii) The Pledgee shall First Lien Collateral Agent will execute and deliver (or cause to be executed and delivered) to the Pledgor each Grantor all such proxies and other instruments as the Pledgor such Grantor may reasonably request for the purpose of enabling the Pledgor such Grantor to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.exercise

Voting Rights; Dividends; Etc. a. So long as no The Pledgor agrees: after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice thereof by the Pledgor and without any request therefor by the Pledgee, such Pledgor will deliver (properly endorsed where required hereby or requested by the Pledgee) to the Pledgee all Dividends, Distributions, all other cash payments, and all Proceeds of the Collateral, all of which shall be entitled to exercise held by the Pledgee as additional Collateral for use in accordance with Section 6.4 hereof; and after any and all voting and other rights pertaining to the Warrant and Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuingcontinuing and the Pledgee has notified the Pledgor of the Pledgee’s intention to exercise its voting power under this Section 4.1.5: the Pledgee may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and the Pledgor hereby grants the Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such other Collateral; and to promptly deliver to the Pledgee such additional proxies and other documents requested by the Pledgee as may be necessary to allow the Pledgee to exercise such voting power. All Dividends, Distributions, cash payments and Proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to the Pledgee, shall, until delivery to the Pledgee, be held by the Pledgor separate and apart from its other property in trust for the Pledgee. The Pledgee agrees that unless an Event of Default shall have occurred and be continuing and the Pledgee shall have given the notice referred to in clause (b), the Pledgor shall be entitled have the exclusive voting power with respect to receive all cash dividends paid from time to time in respect any shares of Capital Stock or other ownership interests (including any of the Warrant Pledged Interests) constituting Collateral and Pledged Shares. c. The the Pledgee shall execute and shall, upon the written request of the Pledgor, promptly deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments documents, if any, as shall be reasonably requested by the Pledgor may reasonably request for the purpose of enabling which are necessary to allow the Pledgor to exercise the voting and other rights which it is entitled power with respect to exercise pursuant to Section 6(a) above. d. All dividends any such share of Capital Stock or other distributions which are received ownership interests (including any of the Pledged Interests) constituting Collateral; provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by the Pledgor contrary to the provisions of this Section 6 shall that would impair any Collateral or be received in trust for the benefit inconsistent with or violate any provision of the PledgeeCredit Agreement, shall be segregated from any other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with Loan Document or any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Interest Rate Hedging Agreement.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the Pledgor Grantor shall be entitled (i) to exercise or refrain from exercising any and or all voting and other consensual rights pertaining to in respect of the Warrant and Pledged Shares Collateral or any part thereof for any purpose all purposes not inconsistent with the terms provisions of this Agreement and (ii) to receive any dividend, interest or other distribution with respect to the Collateral (except for any dividend, interest or other distribution which, in the case of any such dividend, interest or distribution on account of any Collateral registered in the name of DTC or its nominee, is credited to the Securities Collateral Account or, in the case of any such dividend, interest or distribution on account of any other Collateral, is of the type which, were such other Collateral so registered, would be credited to the Securities Collateral Account), provided, that if the Collateral Agent shall receive any dividends, interest or other distributions in respect of the Collateral, the Collateral Agent shall deposit such dividends, interest or other distributions in the appropriate Collateral Account and, subject to the Borrowing Base Percentage being equal to at least 100%, release such dividends, interest or other distributions upon receipt of instructions from the Grantor in accordance with Section 3.04. Upon request from the Grantor, the Collateral Agent shall forthwith make and deliver to the Grantor such powers of attorney, consents or waivers as the Grantor shall reasonably request in order to permit the Grantor to exercise its rights under this Section. Notwithstanding the foregoing, the Grantor may not take any action under this Section with respect to the Collateral that, in the Collateral Agent's reasonable judgment, (i) would in any way affect the Lien of this Agreement with respect to an item of Collateral or impair the interest or rights of the Collateral Agent or the Purchase Agreement; providedLenders therein, however, that the Pledgor shall not exercise except as permitted by Section 3.04 or shall refrain from exercising any such right if such action (ii) would have a material adverse effect on the value of the Pledged Collateral or any part thereof or otherwise be inconsistent with or violate any the provisions of this Agreement or result in a violation hereof The Grantor will not give consents or waivers, authorize assumptions, make modifications and supplements, or take other action with respect to the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, Collateral in any manner inconsistent with the Pledgor shall be entitled manner in which the Grantor acts with respect to receive all cash dividends paid from time to time in respect investments of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received same type held by the Pledgor contrary to the provisions of this Section 6 shall be received in trust Grantor for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received its own account. (with any necessary endorsement). e. b) Upon the occurrence and during the continuance of an Event of Default, (i) the Grantor shall hold any dividends or other distributions which it receives with respect to the Collateral in trust for the Collateral Agent and the Lenders, separate from all voting and other rights moneys of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall ceaseGrantor, and all shall forthwith transfer such rights shall thereupon become vested in dividends or other distributions to the Pledgee (only upon receipt of Collateral Agent for crediting to the Warrant and Pledged Shares from the Escrow Agent)relevant Collateral Accounts, which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares Collateral Agent shall be paid entitled to (x) issue instructions to DTC, the Securities Intermediary or any other securities intermediary holding any Collateral that such Collateral shall be transferred from the Grantor's pledgee account to the Pledgee Collateral Agent's account and Pledgor's right to receive such cash payments pursuant to Sections 6(b(y) and 6(c) hereof shall immediately cease, and Pledgor shall no further right register all or ability to exercise any item of Collateral in its own name or in the Warrantname of its nominee or designee. 7.5.05

Voting Rights; Dividends; Etc. a. (a) So long as (x) no Event Default Notice shall have been delivered to the Issuer (or, if a Default Notice shall have been delivered, such Default Notice shall have been rescinded and annulled as set forth in Section 4.02 of the Indenture), and 6 prior to the expiration of any Cure Period under the Indenture, and (y) no Acceleration Default shall have occurred and be continuing, : (i) Each of the Pledgor Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares all or any part thereof of the Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement Agreement, the organizational documents of such Grantor, the Indenture or the Purchase Agreementany other Related Document; provided, however, that the Pledgor such Grantor shall not exercise or shall refrain from exercising any such right if such action would reasonably be expected to have a material adverse effect on the value of the Pledged Collateral all or any part thereof or be inconsistent with or violate any provisions of this Agreement the Stock Collateral, Debt Collateral, Membership Interest Collateral or the Purchase Agreement. b. So long as no Event of Default shall have occurred Beneficial Interest Collateral; and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. (ii) The Pledgee Security Trustee shall execute and deliver (or cause to be executed and delivered) to the Pledgor such Grantor all such proxies and other instruments as the Pledgor such Grantor may reasonably request in writing and provide for the purpose of enabling the Pledgor such Grantor to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 6(a2.05(a)(i). (b) above. d. All Whether or not any Default or Event of Default shall have occurred, any and all distributions, dividends, interest, income, payments and proceeds paid or received in respect of the Collateral, including any and all (i) distributions, dividends and interest 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, such Collateral; (ii) distributions, dividends and other distributions which are paid or payable in cash in respect of such Stock Collateral, Membership Interest Collateral or Beneficial Interest 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 (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Security Trustee, as applicable and, if received by the Pledgor contrary to the provisions of this Section 6 such Grantor, shall be received in trust for the benefit of the PledgeeSecurity Trustee, shall be segregated from the other property or funds of the Pledgor such Grantor and shall be forthwith paid over to the Pledgee as Pledged Collateral Collections Account or delivered to the Security Trustee in the same form as so received (with any necessary endorsementindorsement). e. (c) Upon the occurrence delivery of a Default Notice to the Issuer or any of its Subsidiaries (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or during the continuance of an Event of Acceleration Default, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights of the Pledgor to exercise the rights which that it would otherwise be entitled to exercise pursuant to Section 6(a2.05(a)(i) shall cease, and all such rights the Security Trustee thereupon shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of including, but not limited to, the Warrant and Pledged Shares shall be paid right, subject to the Pledgee restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof officers of any Issuer Subsidiary), provided, however, the Security Trustee shall immediately cease, and Pledgor shall have no further right or ability obligation to exercise such voting or consensual right without instruction from the WarrantNoteholders. 7.7 Section 2.06

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the exists: i. Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers accruing to an owner of the Warrant Membership Interests and Pledged Shares or any part thereof Additional Membership Interests for any purpose not inconsistent with with: A. the terms provisions of this Agreement or the Purchase Pledge Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on and B. The preservation of the value of and Lender’s security interest in the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase AgreementCollateral. b. So long as no Event of Default shall have occurred and be continuing, the ii. Pledgor shall be entitled to receive all and retain cash dividends paid from time to time dividends, interest and other cash distributions payable in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) Collateral to the Pledgor all extent that such proxies distributions are charged to, and other instruments as of the Pledgor may reasonably request for date of payment thereof do not exceed, the purpose retained earnings of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends issuer or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received person making such distribution. (with any necessary endorsement). e. b) Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the voting and consensual rights which it would otherwise be entitled and powers and to exercise pursuant to Section 6(a) receive the dividends, interest and other cash distributions as described above shall cease, and all such rights shall thereupon become vested in the Pledgee Lender. (only upon receipt of the Warrant c) Lender, in its own name and Pledged Shares from the Escrow Agent)capacity, or as Pledgor’s attorney-in-fact may collect, receive, endorse and deposit for Lender’s own benefit, all Additional Membership Interests, money, cash proceeds, instruments and any and all other property which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends is or other distributions may at any time become payable in respect of any or all of the Warrant Pledged Collateral and Pledged Shares shall be paid to the Pledgee and Pledgor's right which Lender is entitled to receive hereunder. All such cash payments pursuant property so received by Lender may be retained by Lender as additional Pledged Collateral. 8. Lender Appointed As Pledgor’s Attorney-in-Fact. After the occurrence and during the continuance of an Event of Default, Pledgor hereby appoints Lender as Pledgor’s attorney-in-fact with full power in Pledgor’s place and stead, in Pledgor’s name or its own name and at Pledgor’s expense, to Sections 6(b) execute, endorse and 6(c) hereof shall immediately ceasedeliver any and all agreements, assignments, pledges, instruments and any other writings, and Pledgor shall no further right to take any and all other actions, which Lender may deem reasonably necessary or ability desirable to carry out the terms and effect the purposes of this Pledge Agreement and to exercise the Warrant. 7.fully its rights and

Voting Rights; Dividends; Etc. a. So long as no Event of Each Pledgor agrees: unless otherwise permitted by the Credit Agreement, after any Default shall have occurred and be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly endorsed where required or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all other cash payments, and all proceeds of the Collateral, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 6.4; and after any Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the Administrative Agent's intention to exercise its voting power under this clause, (i) the Administrative Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests and each Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. Except as otherwise permitted by the Credit Agreement, after any Default, all Dividends, Distributions, cash payments and proceeds which may from time to time be held by each Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless a Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b), each Pledgor shall have the exclusive voting power with respect to any Pledged Interests and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and other rights pertaining to the Warrant and such Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase AgreementInterests; provided, however, that the no vote shall be cast, or consent, waiver, or ratification given, or action taken, by such Pledgor shall not exercise or shall refrain from exercising any such right if such action that would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions provision of this the Credit Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and any other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Loan Document.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall hall have occurred and be continuing, the Pledgor : (i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Security Collateral of the Borrower or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementpurpose; provided, provided however, that the Pledgor shall Borrower will not exercise or shall refrain from exercising any such right if such action would have a material adverse effect on the value of the Pledged Security Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreementthereof. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor (ii) The Borrower shall be entitled to receive and retain any and all cash dividends dividends, interest and other distributions paid from time to time in respect of the Warrant Security Collateral of the Borrower if and Pledged Sharesto the extent that the payment thereof is not otherwise prohibited by the terms of the Credit Documents; provided, however, that any and 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 Agent to hold as, Security Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of the Borrower and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). c. (iii) The Pledgee shall Collateral Agent will execute and deliver (or cause to be executed and delivered) to the Pledgor Borrower all such proxies and other instruments as the Pledgor Borrower may reasonably request for the purpose of enabling the Pledgor Borrower to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 6(aparagraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. b) Upon the occurrence and during the continuance of an Event of Default, : (i) all All rights of the Borrower (x) to exercise or refrain from exercising the voting and other consensual rights of the Pledgor to exercise the rights which that it would otherwise be entitled to exercise pursuant to Section 6(a14(a)(i) shall ceaseshall, and all such rights shall thereupon become vested in upon notice to the Pledgee (only upon receipt of Borrower by the Warrant and Pledged Shares from the Escrow Collateral Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof cease and (iiy) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.Security Agreement 07771-0276/LEGAL17986459.2 5/4/10

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuingcontinuing and until written notice from the Collateral Agent to the Company, given during the continuance of an Event of Default (other than an Event of Default under Section 5.01(6) or 5.01(7) of the Indenture relating only to the Company, in which case no notice shall be required), that the Collateral Agent intends to exercise its rights to vote the Collateral, the Pledgor Company shall be entitled to exercise any and all voting and other corporate rights pertaining to the Warrant and Pledged Kaiser Common Shares or any part thereof other voting securities constituting Collateral for any purpose not inconsistent with the terms of the Indenture, this Agreement or the Purchase AgreementExchangeable Securities; provided, however, that the Pledgor no vote shall not exercise be cast or shall refrain from exercising any such right if such consent, waiver or ratification given or action taken that would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions provision of the Indenture, this Agreement or the Purchase AgreementExchangeable Securities. b. So long as no If an Event of Default shall have has occurred and be is continuing, upon written notice from the Pledgor shall be entitled Collateral Agent to receive the Company that it has determined that it will exercise such rights, all cash dividends paid from time to time in respect rights of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor Company to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the consensual corporate rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, cease and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Collateral Agent), which shall thereupon have the sole right to exercise such voting and other consensual corporate rights in accordance with Section 10 hereof and (ii) all cash dividends during the continuance of such Event of Default. The Collateral Agent shall have no duty to the Company to exercise any of the aforesaid voting or other distributions payable consensual rights, and shall not be responsible for any failure to do so or delay in respect so doing. When any and all Events of the Warrant Default have been cured or waived, such voting and Pledged Shares consensual corporate rights shall be paid revert to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Company.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the : (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Credit Agreement; provided, however, that the no Pledgor shall not exercise or shall refrain from exercising any such right if Secured Party shall have notified such Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof thereof; and provided, further, that such Pledgor shall give Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by any Pledgor of any Pledged Shares for or any 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) any Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the DIP Credit Agreement shall be deemed inconsistent with or violate any provisions the terms of this Agreement or the Purchase Agreement. b. So long as DIP Credit Agreement within the meaning of this Section 7(a)(i), and no Event notice of Default shall have occurred and any such voting or consent need be continuing, the given to Secured Party; (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all cash dividends and interest paid from time to time in respect of the Warrant Pledged Collateral; provided, however, that any and all (A) dividends and interest 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. c. The Pledgee Collateral, (B) 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, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by any Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the applicable Pledgor all such proxies proxies, dividend payment orders and other instruments as the such Pledgor may from time to time reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to Section 6(aparagraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. d. All (b) Upon the occurrence and during the continuation of an Event of Default and upon three days Business Day's prior notice as provided in Section 7 of the DIP Credit Agreement: (i) upon written notice from Secured Party to any Pledgor, all rights of such Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgors to receive the dividends or other distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay- ments which are received by the any Pledgor contrary to the provisions of paragraph (ii) of this Section 6 7(b) shall be received in trust for the benefit of the PledgeeSecured Party, shall be segregated from other funds of the such Pledgor and shall forthwith be forthwith paid over to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements). e. Upon (c) In order to permit Secured Party to exercise the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the consensual rights which it would otherwise may be entitled to exercise pursuant to Section 6(a7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) each Pledgor shall cease, promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant proxies, dividend payment orders and Pledged Shares other instruments as Secured Party may from the Escrow Agent), which shall thereupon have the sole right time to exercise such rights in accordance with Section 10 hereof time reasonably request and (ii) all cash dividends or other distributions payable in respect without limiting the effect of the Warrant and immediately preceding clause (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be paid to effective, automatically and without the Pledgee necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof which proxy shall immediately cease, and Pledgor shall no further right or ability to exercise terminate only upon the Warrantindefeasible payment in full of the Secured Obligations. 7SECTION 8.

Voting Rights; Dividends; Etc. a. (a) So long as no Event of Default shall have occurred and be continuing, the : (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Warrant and Pledged Shares Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Credit Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof thereof; and provided, further, that Pledgor shall give Secured Party at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is under- stood, 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 inciden- tal matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the DIP Credit Agreement shall be deemed inconsistent with or violate any provisions the terms of this Agreement or the Purchase Agreement. b. So long as DIP Credit Agreement within the meaning of this Section 7(a)(i), and no Event notice of Default shall have occurred and any such voting or consent need be continuing, the given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all cash dividends and interest paid from time to time in respect of the Warrant Pledged Collateral; provided, however, that any and all (A) dividends and interest 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. c. The Pledgee Collateral, (B) 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, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies proxies, dividend payment orders and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to Section 6(aparagraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. d. All (b) Upon the occurrence and during the continuation of an Event of Default and upon three Business Days' prior notice as provided in Section 7 of the DIP Credit Agreement: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends or other distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay- ments which are received by the Pledgor contrary to the provisions of paragraph (ii) of this Section 6 7(b) shall be received in trust for the benefit of the PledgeeSecured Party, shall be segregated from other funds of the Pledgor and shall forthwith be forthwith paid over to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements). e. Upon (c) In order to permit Secured Party to exercise the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the consensual rights which it would otherwise may be entitled to exercise pursuant to Section 6(a7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall cease, promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant proxies, dividend payment orders and Pledged Shares other instruments as Secured Party may from the Escrow Agent), which shall thereupon have the sole right time to exercise such rights in accordance with Section 10 hereof time reasonably request and (ii) all cash dividends or other distributions payable in respect without limiting the effect of the Warrant and immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be paid to effective, automatically and without the Pledgee necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof which proxy shall immediately cease, and Pledgor shall no further right or ability to exercise terminate only upon the Warrantindefeasible payment in full of the Secured Obligations. 7SECTION 8.

Voting Rights; Dividends; Etc. a. in Respect of Pledged Interests. (a) So long as no Event of Default or Trigger Event shall have occurred and be continuing, the Pledgor shall be entitled to : (i) each Obligor may exercise any and all voting and other consensual rights pertaining to the Warrant and any Pledged Shares or any part thereof Interests for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementany Debt Document; provided, however, that (A) each Obligor will give the Pledgor shall not Collateral Agent at least five (5) Business Days’ notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right that could reasonably be expected to adversely affect in any material respect the value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Collateral Agent’s Lien; and (B) none of the Obligors will exercise or shall refrain from exercising any such right right, as the case may be, if the Collateral Agent gives an Obligor notice that, in the Collateral Agent’s judgment, such action would have a (or inaction) could reasonably be expected to adversely affect in any material adverse effect on respect the value value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Pledged Collateral Agent’s Lien or any part thereof or be inconsistent with or violate any provisions the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Interest; (ii) each of the Obligors may receive and retain any and all dividends, interest or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends other distributions paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) Interests to the Pledgor extent permitted by the Debt Documents; provided, however, that (except with respect to any Pledged Interest that is also a Portfolio Investment) any and all such proxies (A) dividends and interest paid or payable other than in cash in respect of, and Instruments and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends property received, receivable or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable distributed in respect of the Warrant or in exchange for, any Pledged Interests, (B) dividends and Pledged Shares shall be other distributions paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7.40

Voting Rights; Dividends; Etc. a. So long as no Event of Each Pledgor agrees: unless otherwise permitted by the Credit Agreement, after any Default shall have occurred and be continuing, promptly upon receipt of notice thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly endorsed where required or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all other cash payments, and all proceeds of the Collateral, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 6.4; and after any Default shall have occurred and be continuing and the Administrative Agent has notified such Pledgor of the Administrative Agent's intention to exercise its voting power under this clause, (i) the Administrative Agent may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests and each Pledgor hereby grants the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests; and (ii) promptly to deliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. Except as otherwise permitted by the Credit Agreement, after any Default, all Dividends, Distributions, cash payments and proceeds which may from time to time be held by each Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless a Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in clause (b), each Pledgor shall have the exclusive voting power with respect to any Pledged Interests and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be entitled reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to any and all voting and other rights pertaining to the Warrant and such Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreement; Interests provided, however, that the no vote shall be cast, or consent, waiver, or ratification given, or action taken, by such Pledgor shall not exercise or shall refrain from exercising any such right if such action that would have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions provision of this the Credit Agreement or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and any other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable in respect of the Warrant and Pledged Shares shall be paid to the Pledgee and Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease, and Pledgor shall no further right or ability to exercise the Warrant. 7Loan Document.

Voting Rights; Dividends; Etc. a. in Respect of Pledged Interests. (a) So long as no Event of Default or Trigger Event shall have occurred and be continuing, the Pledgor shall be entitled to : (i) each Obligor may exercise any and all voting and other consensual rights pertaining to the Warrant and any Pledged Shares or any part thereof Interests for any purpose not inconsistent with the terms of this Agreement or the Purchase Agreementany Debt Document; provided, however, that (A) each Obligor will give the Pledgor shall not Collateral Agent at least five (5) Business Days’ notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right that could reasonably be expected to adversely affect in any material respect the value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Collateral Agent’s Lien; and (B) none of the Obligors will exercise or shall refrain from exercising any such right right, as the case may be, if the Collateral Agent gives an Obligor notice that, in the Collateral Agent’s judgment, such action would have a (or inaction) could reasonably be expected to adversely affect in any material adverse effect on respect the value value, liquidity or marketability of any Collateral or the creation, perfection and priority of the Pledged Collateral Agent’s Lien or any part thereof or be inconsistent with or violate any provisions the ability of the Collateral Agent to exercise its rights and remedies under this Agreement with respect to such Pledged Interest; (ii) each of the Obligors may receive and retain any and all dividends, interest or the Purchase Agreement. b. So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends other distributions paid from time to time in respect of the Warrant and Pledged Shares. c. The Pledgee shall execute and deliver (or cause to be executed and delivered) Interests to the Pledgor extent permitted by the Debt Documents; provided, however, that (except with respect to any Pledged Interest that is also a Portfolio Investment) any and all such proxies (A) dividends and interest paid or payable other than in cash in respect of, and Instruments and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 6(a) above. d. All dividends property received, receivable or other distributions which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). e. Upon the occurrence and during the continuance of an Event of Default, (i) all voting and other rights of the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Pledgee (only upon receipt of the Warrant and Pledged Shares from the Escrow Agent), which shall thereupon have the sole right to exercise such rights in accordance with Section 10 hereof and (ii) all cash dividends or other distributions payable distributed in respect of or in exchange for, any Pledged Interests, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Interests, together with any dividend, interest or other distribution or payment which at the Warrant time of such payment was not permitted by the Debt Documents, shall constitute Collateral, be Delivered hereunder and Pledged Shares shall be paid remain subject to the Pledgee and Pledgor's right Lien of the Collateral Agent to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately ceasehold as Pledged Interests, and Pledgor shall no further right or ability to exercise shall, if received by any of the Warrant. 7Obligors, be 522144.000028 21651939.2 00000000.0.