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

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notes. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So so long as no Event of Default under (as defined in the Notes Aames Note) or event which, with the giving of notice or the lapse of time, or both, would become such an Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAames Note; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in Aames's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all: (A) all 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Aames to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAames, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Aames as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment); and provided, further, that the after tax amount of any cash dividends, proceeds, or other distributions paid in respect of the Pledged Collateral shall be applied as an immediate prepayment in respect of the Aames Note, with such prepayments to be applied first to the payment of all interest accrued on, and then to the payment of unpaid principal of, the Aames Note. (iii) The Pledgee Aames 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under or an event which, with the Notesgiving of notice or the lapse of time, and at the election or both, would become an Event of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to the Pledgor by Aames, cease and (y) to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee Aames (or its designee), 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 paymentsdividends. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeAames, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Aames as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So so long as no Event of Default under (as defined in the Notes Aames Note) or event which, with the giving of notice or the lapse of time, or both, would become such an Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAames Note; PROVIDED, HOWEVER, that the Pledgor shall not exercise or refrain from exercising any such right if, in Aames's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedPROVIDED, howeverHOWEVER, that any and all: (A) all 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Aames to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAames, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Aames as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment); and PROVIDED, FURTHER, that the after tax amount of any cash dividends, proceeds, or other distributions paid in respect of the Pledged Collateral shall be applied as an immediate prepayment in respect of the Aames Note, with such prepayments to be applied first to the payment of all interest accrued on, and then to the payment of unpaid principal of, the Aames Note. (iii) The Pledgee Aames 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under or an event which, with the Notesgiving of notice or the lapse of time, and at the election or both, would become an Event of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to the Pledgor by Aames, cease and (y) to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee Aames (or its designee), 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 paymentsdividends. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeAames, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Aames as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuingoccurred: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in the reasonable judgment of the Pledgees, such action would have a material adverse effect on the value of the Pledged Collateral or any material part thereof; provided, further, that the Pledgor shall give the Pledgees at least ten (10) days' prior written notice of the manner in which it intends to exercise, or the Notesreasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid, paid in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Agent to hold as as, Pledged Collateral Collateral, and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeePledgees, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon and after the occurrence and during the continuance of an any Event of Default under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee 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. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeePledgees, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default under the Notes shall have has occurred and be is continuing: (i) The , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesPledge Agreement. (ii) The Pledgor shall be entitled to receive and retain any 7.2 Any and all dividends and interest paidstock dividends, liquidating dividends, distribution of property, redemption or other distributions made on or in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, issuer of the Pledged Collateral 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 securities to which the Company Pledgor may be a partyparty or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any conversionPledged Collateral (either at maturity, upon call or redemption, for redemption or otherwise); (B) dividends and other distributions paid or payable in cash in respect , shall become part of any the 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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, shall be received held in trust for the benefit of the Pledgee, Lender and shall forthwith be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral Lender or its designated agent (accompanied by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the same form as so received (with any necessary endorsement)Lender's instructions) to be held subject to the terms of this Pledge Agreement. (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) 7.3 Upon the occurrence and during the continuance of an Event of Default under the Notesand so long as such Event of Default shall continue, and at the election option of Pledgee: the Lender (i) All subject to applicable law), all rights of the Pledgor to exercise the voting rights and other consensual rights powers which he would otherwise be the Pledgor is entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and other and/or consensual rights and powers. Any and all cash and other property paid over to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are or received by the Pledgor contrary Lender pursuant to the provisions of paragraph (i) of this Section 6(b) Subsection 7.3 shall be received in trust for retained by the benefit Lender as part of the Pledgee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, applied in accordance with the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderprovisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (iib) The Pledgor So long as no Triggering Event shall have occurred and be continuing under Section 9(a) or 9(i) of the Note, Borrower shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Interests (but shall in no event be entitled at any time to receive or retain any dividends, distributions or interest paid in respect of any other Pledged Collateral), provided that any such dividends and distributions paid in respect of the Pledged Interests shall first be used to make the quarterly interest payments required by Section 3 of the Note; provided, further, however, that any and all: (A1) dividends dividends, distributions 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (B2) 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 (C3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option be Pledged Collateral and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shall, if received by the PledgorBorrower, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, Borrower and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In Upon the even occurrence and during all times that during the term Coverage Ratio is equal to or less than 1.50 to 1.00 (a “Coverage Event”): (i) All rights of Borrower to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(b) of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateralcease, and, all such stock warrantsrights shall thereupon become vested in Lender who, together with any assignee or designee of all or any portion of its rights hereunder, shall thereupon have the sole right to receive and options shall forthwith be assigned hold as Pledged Collateral such dividends, distributions and interest payments. (ii) All dividends, distributions and interest payments which are received by the Pledgor Borrower contrary to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto provisions of paragraph (i) of this Section 5(c) shall be pledged by Pledgor to Pledgee to be held as, segregated from other funds of Borrower and shall be deemed immediately paid over to be part of, the "Lender as Pledged Collateral" under the terms of this Agreement Collateral in the same manner form as the shares of stock originally pledged hereunderso received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes Note shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesNote. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the PledgePledgee, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesNote, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even event that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default under the Notes shall have occurred and be continuing: (ia) The Pledgor Grantor shall be entitled to make trades in the Pledged Account (subject to the limitation set forth in Section 2(b)) and exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose purpose; provided, however, that the Grantor will not inconsistent with exercise and will refrain from exercising any such right if such action is prohibited by the terms of this Account Control Agreement or would result in the NotesCollateral Base of the remaining Pledged Financial Assets to be in an amount that is less than the Floor Amount as set forth above. (iib) The Pledgor Grantor shall be entitled to receive and retain any and all dividends dividends, interest and interest paid, other distributions paid in respect of the Pledged Collateral; provided, however, that any and all: all (Ai) dividends dividends, interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral such Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged such 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 , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged such Collateral, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shall, if received by the PledgorGrantor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, Grantor and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Specified Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of the Pledgor or any part thereof for any purpose purpose; provided, however, that the Pledgor will not inconsistent with exercise or refrain from exercising any such right if such action would have a material adverse effect on the terms value of this Agreement the Collateral or the Notesany part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and interest paid, other distributions paid in respect of the Pledged CollateralCollateral of the Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Swap Documents; provided, however, that any and all: (A) dividends dividends, interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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; surplus and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, Collateral shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee MLCS to hold as Pledged as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeMLCS, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee MLCS as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (iii) The Pledgee shall MLCS 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 he that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an a Specified Event of Default under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i8(a)(i) shall, upon notice to the Pledgor by MLCS, cease and (y) to receive the dividends dividends, interest and interest payments which he other distributions that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii8(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who MLCS, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends dividends, interest and interest paymentsother distributions. (ii) All dividends dividends, interest and interest payments which other distributions that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b8(b) shall be received in trust for the benefit of the PledgeeMLCS, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged MLCS as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (iib) The So long as no Triggering Event shall have occurred and be continuing under Section 9(a) or 9(i) of the Note, Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Interests (but shall in no event be entitled at any time to receive or retain any dividends, distributions or interest paid in respect of any other Pledged Collateral); provided, however, that any and all: (A1) dividends dividends, distributions 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (B2) 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 (C3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option be Pledged Collateral and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In Upon the even occurrence and during all times that during the term Coverage Ratio is equal to or less than 1.50 to 1.00 (a “Coverage Event”): (i) All rights of Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5(b) of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateralcease, and, all such stock warrantsrights shall thereupon become vested in Lender who, together with any assignee or designee of all or any portion of its rights hereunder, shall thereupon have the sole right to receive and options shall forthwith be assigned hold as Pledged Collateral such dividends, distributions and interest payments. (ii) All dividends, distributions and interest payments which are received by the Pledgor contrary to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto provisions of paragraph (i) of this Section 5(c) shall be pledged by segregated from other funds of Pledgor to Pledgee to be held as, and shall be deemed immediately paid over to be part of, the "Lender as Pledged Collateral" under the terms of this Agreement Collateral in the same manner form as the shares of stock originally pledged hereunderso received (with any necessary endorsement).

Voting Rights; Dividends; Etc. in Respect of the Pledged Interests. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to the Grantor may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof Interests for any purpose not inconsistent with the terms of this Agreement, the Financing Agreement or the Notes.other Loan Documents; provided, however, that (A) the Grantor will give the Collateral Agent at least five (5) Business Days’ written 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) the Grantor will not exercise or refrain from exercising any such right, as the case may be, if the Collateral Agent gives the Grantor written notice that, in the Collateral Agent’s reasonable business judgment, such action (or inaction) 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 (ii) The Pledgor shall be entitled to the Grantor may receive and retain any and all dividends and dividends, interest paid, or other distributions paid in respect of the Pledged CollateralInterests to the extent permitted by the Financing Agreement; provided, however, that any and all: all (A) dividends and interest paid or payable other than in cash in respect of, and instruments Instruments and other property received, receivable or otherwise distributed in respect of, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionInterests, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralInterests, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Financing Agreement, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Collateral Agent, to hold as as, Pledged Collateral Interests and shall, if received by the PledgorGrantor, be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from the other property or funds of the PledgorGrantor, and shall be forthwith delivered to the Pledgee as Pledged Collateral Agent in the same exact form as so received (with any necessary endorsement).indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Interests and as further collateral security for the Secured Obligations; and (iii) The Pledgee shall the Collateral Agent will execute and deliver (or cause to be executed and delivered) to the Pledgor Grantor all such proxies and other instruments as the Pledgor Grantor may reasonably request for the purpose of enabling the Pledgor Grantor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (iSection 7(a)(i) above hereof and to receive the dividends or dividends, interest payments and/or other distributions which he it is authorized to receive and retain pursuant to paragraph (iiSection 7(a)(ii) abovehereof. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All all rights of the Pledgor Grantor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) hereof, and to receive the dividends dividends, distributions, interest and interest other payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) hereof, shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral Interests such dividends dividends, distributions and interest payments.; (ii) All dividends the Collateral Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Collateral Agent (or its designee) and may collect any and all moneys due or to become due to the Grantor in respect of the Pledged Debt, and the Grantor hereby authorizes each such debtor to make such payment directly to the Collateral Agent (or its designee) without any duty of inquiry; (iii) without limiting the generality of the foregoing, the Collateral Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right, privilege or option pertaining to any Pledged Interests, and, in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may reasonably determine; and (iv) all dividends, distributions, interest and other payments which that are received by the Pledgor Grantor contrary to the provisions of paragraph (iSection 7(b)(i) of this Section 6(b) hereof shall be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from other funds of the Pledgor Grantor, and shall be forthwith paid over to the Pledgee and Collateral Agent as Pledged Collateral Interests in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued indorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, by the Collateral Agent as Pledged Interests and shall be deemed to be part of, as further collateral security for the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderSecured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; provided that the Pledgor shall not exercise or refrain from exercising any such right without the prior written consent of the Bank if such action would have a Material Adverse Effect on the value of the Collateral, or any part thereof, or the Notesvalidity, priority or perfection of the security interests granted hereby or the remedies of the Bank hereunder. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, or other distributions paid in respect of the Pledged Collateral; providedCollateral to the extent not prohibited by this Agreement or the other Loan Documents, however, provided that any and all: all (A) dividends and interest or other distributions paid or payable other than in cash in respect of, and instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Bank to hold as Pledged be held as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (iii) The Pledgee Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor Pledgor, at the Borrowers' expense, 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 he is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor to (A) exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon written notice to the Pledgor by the Bank, cease and to (B) receive the dividends and interest payments other distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who Bank, which shall thereupon have the sole right right, but not the obligation, to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsdistributions. (ii) All dividends and interest payments other distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeBank, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Bank as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even event that during all or any part of the term securities or instruments constituting the Collateral are lost, destroyed or wrongfully taken while such securities or instruments are in the possession of this Agreement subscription warrants the Bank, the Pledgor shall cause the delivery of new securities or instruments in place of the lost, destroyed or wrongfully taken securities or instruments upon request therefor by the Bank without the necessity of any indemnity bond or other rights security other than the Bank's agreement or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor indemnity therefor customary for pledge agreements similar to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderAgreement.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the other Loan Documents; provided that the Pledgor shall not exercise or refrain from exercising any such right without the prior written consent of the Bank if such action would have a Material Adverse Effect on the value of the Collateral, or any part thereof, or the Notesvalidity, priority or perfection of the security interests granted hereby or the remedies of the Bank hereunder. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, or other distributions paid in respect of the Pledged Collateral; providedCollateral to the extent not prohibited by this Pledge Agreement or the other Loan Documents, however, provided that any and all: all (A) dividends and interest or other distributions paid or payable other than in cash in respect of, and instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 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 Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Bank to hold as Pledged be held as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (iii) The Pledgee Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor Pledgor, at the Borrowers' expense, 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 he is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor to (A) exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon written notice to the Pledgor by the Bank, cease and to (B) receive the dividends and interest payments other distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who Bank, which shall thereupon have the sole right right, but not the obligation, to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsdistributions. (ii) All dividends and interest payments other distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeBank, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Bank as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even event that during all or any part of the term securities or instruments constituting the Collateral are lost, destroyed or wrongfully taken while such securities or instruments are in the possession of this Agreement subscription warrants the Bank, the Pledgor shall cause the delivery of new securities or instruments in place of the lost, destroyed or wrongfully taken securities or instruments upon request therefor by the Bank without the necessity of any indemnity bond or other rights security other than the Bank's agreement or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor indemnity therefor customary for pledge agreements similar to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderPledge Agreement.

Voting Rights; Dividends; Etc. (aA) So long as no In the absence of the occurrence of an Event of Default. In the ------------------------------------------------------- absence of the occurrence and continuation of an Event of Default under the Notes shall have occurred and be continuing:(as hereinafter defined): (i1) The Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement (including Section 5) or any agreement giving rise to any of the Notes.Secured Obligations; provided, that the Pledgor shall not exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Securities or any part thereof; (ii2) The Subject to Subsection (B) below, the Pledgor shall be entitled have the right to receive cash dividends declared and retain any paid with respect to the Pledged Securities, as permitted under the Loan Agreement, and CoBank agrees that all such permitted cash dividends shall be received by the Pledgor free and clear of the security interests granted to CoBank hereunder; (3) Any and all dividends and interest paidstock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of the Pledged Collateral; provided, however, that any and all: Securities (A) dividends and interest paid or payable other than in cash in respect ofdividends), and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from an increase or reduction of capital, a subdivision, combination or reclassification of the outstanding capital stock of the Companyany corporation, capital stock of which is pledged hereunder, or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition acquisition, spin-off, split-off or options, warrants, or rights, whether as an addition to, or in substitution or in exchange for, any of the Pledged Collateral, or otherwise, or dividends or distribution of any sort, or other exchange of assets or securities to which on the Company may be a partyliquidation, whether voluntary or involuntary, of any conversion, call or redemptionissuer of the Pledged Securities, or otherwise); (B) dividends , shall be and other distributions paid or payable in cash in respect become part of any the 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; pledged hereunder and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received then the Pledgor shall accept the same as CoBank's agent, in trust for CoBank, and shall deliver them forthwith to CoBank in the benefit exact form received with, as applicable, the Pledgor's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by CoBank, subject to the terms hereof, as part of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement).Collateral; and (iii4) The Pledgee CoBank shall execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to the Pledgor Pledgor, as appropriate, all such proxies proxies, powers of attorney, dividend orders and other instruments as the Pledgor reasonably may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and other rights powers which he the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (iiSubsection 7(A)(1) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under Subject to Section 6(d), the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof. (iib) The Subject to Section 6(e), the Pledgor shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Credit Agreement or any Subordination Agreement (as defined in the Credit Agreement) any and all interest and dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all: (Ai) 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (Bii) 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 (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Secured Party to hold as Pledged as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary or desirable to give effect to the provisions of this Section 6(b). (iiic) The Pledgee Secured Party 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 he that it is entitled to exercise pursuant to paragraph (iSection 6(a) above hereof and to receive the dividends or and interest payments which he that it is authorized to receive and retain pursuant to paragraph (iiSection 6(b) abovehereof. (bd) Upon the occurrence and during the continuance of an any Event of Default under Default, the NotesSecured Party shall have the right in its sole discretion, and at the election of Pledgee: (i) All Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to give effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i6(a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof. (e) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of the Pledgor to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii6(b) hereof shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.as Collateral, and (ii) All all payments of interest and dividends and interest payments which that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b6(e)(i) shall be received in trust for the benefit of the PledgeeSecured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Secured Party as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Collateral; , provided, however, that any and all: (A) dividends and interest distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);and (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee Lender 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 purposes of enabling the Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he distributions that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to the Pledgor by the Lender, cease and (y) to receive the dividends and interest payments distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee Lender 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 paymentsdistributions. (ii) All dividends and interest payments distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeLender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (ciii) In The Lender, in its sole and absolute discretion, shall either (x) apply in any manner any Pledged Collateral consisting of cash received by or on behalf of the even that during Lender under this Section 6(b) to the term payment of this Agreement subscription warrants principal of and interest on the Put Note and other obligations hereunder and under the Put Note or other rights or options shall be issued (y) deposit and hold such Pledged Collateral consisting of cash in connection with the Debt Service Reserve Account as additional Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (ai) So The Pledgor shall be entitled, so long as no Event of Default under the Notes shall have occurred and be continuing: (iA) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not otherwise prohibited under or inconsistent with the terms of this Agreement or any of the Notes.other Note Documents and so long as any such exercise or refrain from exercising any such right could not reasonably be expected to materially and adversely affect the value of the Collateral or any part thereof; and (iiB) The Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and interest paid, distributions paid or other amounts received in respect of the Pledged Collateral; providedPROVIDED, howeverHOWEVER, that any and all: (A1) dividends and interest paid or payable other than in cash in respect of, and instruments and other property and assets received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-surplusCollateral; and (C2) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Collateral Agent to hold as Pledged as, Collateral and shalland, if received by the Pledgor, shall be received thereby in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from the other property or and funds of the Pledgor, Pledgor and shall be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee . In furtherance of the foregoing provisions of this Section 5(h), the Collateral Agent 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 consensual rights which that he is entitled to exercise pursuant to paragraph subclause (ii)(A) above of this Section 5(h) and to receive the dividends dividends, interest payments, distributions or interest payments which other amounts that he is authorized to receive and retain pursuant to paragraph subclause (iii)(B) aboveof this Section 5(h). (bii) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (iA) All all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which that he would otherwise be entitled to exercise pursuant to Section 6(a)(i5(h)(i)(A) shall, upon notice to the Pledgor by the Collateral Agent, cease, and all such rights with respect to any such matters shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and (B) all rights of the Pledgor to receive the dividends dividends, interest payments, distributions and interest payments which other amounts that he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii5(h)(i)(B) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who Collateral Agent, which shall thereupon have the sole right to exercise receive and retain as Collateral such voting dividends, interest payments, distributions and other consensual rights and to receive and hold as Pledged Collateral such dividends and amounts. All dividends, interest payments. (ii) All dividends , distributions and interest payments which other amounts that are received by the Pledgor contrary to the provisions of paragraph subclause (iii)(B) of this Section 6(b5(h) shall be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from other property and funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Collateral Agent as Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). The agreement of the Pledgor in this clause (ii) shall constitute an irrevocable proxy, coupled with an interest, exercisable by the Collateral Agent in accordance with the terms hereof. The Pledgor, promptly upon the reasonable request of the Collateral Agent, shall execute such documents and do such acts as may be necessary or in the reasonable judgment of the Collateral Agent may be desirable to give effect to clause (ii) of this Section 5(h). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. 6(a) Subject to paragraph (ad) So long as no Event of Default under this Section 6, the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Shares or any other stock that becomes part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof. 6(b) Subject to paragraph (iie) The of this Section 6, the Pledgor shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Credit Agreement any and all interest and dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all:all -------- ------- (Ai) 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (Bii) 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 (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Secured Party to hold as Pledged as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). The Pledgor shall, upon request by the Secured Party, promptly execute all such documents and do all such acts as may be necessary or desirable to give effect to the provisions of this Section 6 (b). (iii6(c) The Pledgee Secured Party 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 he that it is entitled to exercise pursuant to paragraph Section 6 (ia) above hereof and to receive the dividends or and interest payments which he that it is authorized to receive and retain pursuant to paragraph Section 6 (iib) abovehereof. (b6(d) Upon the occurrence and during the continuance of an any Event of Default under Default, the NotesSecured Party shall have the right in its sole discretion, and at the election of Pledgee: (i) All Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to give effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i6 (a) hereof, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Secured Party shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Secured Party has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Secured Party and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Secured Party's name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Secured Party of any such Collateral in satisfaction of the Obligations or any part thereof. 6(e) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of the Pledgor to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii6(b) hereof shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.as Collateral, and (ii) All all payments of interest and dividends and interest payments which that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b6 (e) shall be received in trust for the benefit of the PledgeeLenders and the Secured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Secured Party as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. in Respect of the Pledged Collateral. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The the Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Financing Agreement or the Notes.other Loan Documents; provided, however, that (A) the Pledgor will not exercise or will refrain from exercising any such right, as the case may be, if the Collateral Agent gives the Pledgor notice that, in the Collateral Agent’s judgment, such action (or inaction) is reasonably likely to have a material adverse effect to the Pledgor’s financial condition and (B) the Pledgor will give the 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 which is reasonably likely to have a material adverse effect to the Pledgor’s financial condition; (ii) The the Pledgor shall be entitled to may receive and retain any and all dividends and dividends, interest paid, or other distributions or payments in respect of the Pledged CollateralCollateral to the extent permitted by the Financing Agreement; provided, however, that any and all: 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, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Financing Agreement, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Collateral Agent, if such Collateral constitutes certificated Pledged Collateral, to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to the Pledgee Collateral Agent in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Pledged Collateral in and as further collateral security for the same form as so received (with any necessary endorsement).Obligations; and (iii) The Pledgee shall the 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 he it is entitled to exercise pursuant to paragraph (iSection 7(a)(i) above hereof and to receive the dividends or dividends, interest payments and/or other distributions which he it is authorized to receive and retain pursuant to paragraph (iiSection 7(a)(ii) abovehereof. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) hereof, and to receive the dividends dividends, distributions, interest and interest other payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) hereof, shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; (ii) All dividends without limiting the generality of the foregoing, the Collateral Agent may, at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of each Pledged Issuer, or upon the exercise by each Pledged Issuer of any right, privilege or option pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends, distributions, interest and other payments which are received by the Pledgor contrary to the provisions of paragraph (iSection 7(b)(i) of this Section 6(b) hereof shall be received in trust for the benefit of the Pledgee, Collateral Agent shall be segregated from other funds of the Pledgor Pledgor, and shall be forthwith paid over to the Pledgee and Collateral Agent as Pledged Collateral in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued endorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, by the Collateral Agent as Pledged Collateral and shall be deemed to be part of, as further collateral security for the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderObligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes (as defined in Section 6 hereof) shall have occurred and be continuingoccurred: (ia) The Pledgor Borrower shall be entitled have the right, from time to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof time, for any purpose not inconsistent with this Pledge Agreement, to vote and give proxies and consents in respect of the terms Collateral and any additional Common Units owned by the Borrower comprising part of this Agreement the Pledged Collateral and to consent to or ratify action taken at, or waive notice of, any meeting of shareholders or partners with the Notes.same force and effect as if such Common Units were not pledged hereunder; and (iib) The Pledgor Borrower shall be entitled to receive retain and retain use any and all cash dividends and interest paid, in respect of paid on the Pledged CollateralCollateral in a manner consistent with this Pledge Agreement; provided, however, that any and all: (A) dividends and interest paid all liquidating distributions, other distributions in property, return of capital or payable other than in cash distributions made on or in respect ofof the Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, Company 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 securities to which on the Company may be a partyliquidation, whether voluntary or any conversioninvoluntary, call or redemptionof the Company, or otherwise); (B) dividends , any and other distributions paid or payable in cash in respect all of any which shall be and become part of the 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; pledged hereunder and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the PledgorBorrower, shall forthwith be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee Lender to be held as, and shall be deemed subject to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderPledge Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notes.Credit Agreement and as long as such action would not have a material adverse effect on the value of the Pledged Collateral. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or members or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) The Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid, paid in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, of or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Secured Party to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementindorsements).; provided, however, that to the extent that property -------- ------- distributed to Pledgor in respect of the Pledged Collateral continues or becomes, after such distribution, to be otherwise subject to a Lien in favor of Secured Party under the Loan Documents, such property shall not be otherwise required to be forthwith delivered to Secured Party pursuant to clause (ii); and (iii) The Pledgee 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, principal or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance continuation of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee 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 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 (iiiii) All dividends all dividends, principal and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b7(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 and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsements). (c) In order to permit Secured Party to exercise the even that during the term of this Agreement subscription warrants voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or other rights Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or options shall cause to be issued in connection with the Pledged Collateral, executed and delivered) to Secured Party all such stock warrantsproxies, rights dividend payment orders and options shall forthwith be assigned by the Pledgor other instruments as Secured Party may from time to the Pledgee and said stock warrantstime reasonably request, rights and options shall be, and, including without limitation to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, necessary so that the "Pledged Collateral" under the terms pledge of this Agreement in the same manner as the any shares of stock originally pledged hereunderof any Foreign Subsidiary is registered (if not already so registered) on the appropriate books and records of the issuer of the applicable Pledged Shares if such registration is required under applicable law in order to permit Secured Party to exercise such rights or to receive such dividends and other distributions, and (ii) without limiting the effect of the 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 giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the 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 written notice of an Event of Default from Secured Party delivered at any time, including at a member or shareholder meeting, and which proxy shall only terminate upon cure of the circumstances which gave rise to the Event of Default.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under or event which, with the Notes giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Collateral; , provided, however, that any and all: 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 Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); and (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 of, or in redemption of, or in exchange for, any Pledged Collateraldissolution, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Noteholder to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeNoteholder, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Noteholder as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (iii) The Pledgee Noteholder, 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 consensual rights which he that it is entitled to exercise pursuant to paragraph subsection (i) above and to receive the dividends or interest payments which he that it is authorized to receive and retain pursuant to paragraph subsection (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under or an event which, with the Notesgiving of notice or the lapse of time, and at the election or both, would become an Event of PledgeeDefault: (i) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Noteholder who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights at the direction of the Noteholder and to receive and hold as Pledged Collateral such dividends and interest paymentsdividends. (ii) All dividends and interest payments which that are received by the Pledgor contrary to the provisions of paragraph subsection (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeNoteholder, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Noteholder as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In As used herein, "Event of Default" (i) shall have the even that during meaning given such term in the term Note and (ii) shall mean the failure of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" pay or perform any of its obligations under the terms of this Agreement in and the same manner as the shares continuation of stock originally pledged hereundersuch failure for a period of 5 (five) days.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement in a manner which would not have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i). (ii) The Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid, paid in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Secured Party to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements).; and (iii) The Pledgee Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such 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 rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance continuation of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) upon written notice from Secured Party to Pledgor, all rights of Pledgor to receive the dividends 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.dividends; and (iiiii) All upon written notice from Secured Party to Pledgor, all dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b7(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 and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In order to permit Secured Party to exercise the even that voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the 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 giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the 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 during the term continuance thereof and which proxy shall only terminate upon the payment in full of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderSecured Obligations.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default under the Notes shall have occurred and be continuing:continuing (or, in the case of subsection (a)(i) of this Section 6, as long as no notice thereof shall have been given by the Secured Party to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral owned by the Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or any other Loan Document; provided, however, that the NotesPledgor shall not exercise or shall refrain from exercising any such right if, in the Secured Party's judgment, such actions would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five business days' written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, other distributions paid in respect of the Pledged Collateral; providedCollateral owned by the Pledgor, however, that other than any and all: (A) dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, all of which shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Secured party to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee Secured Party 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments other distributions which he 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 under the Notes, and at the election of Pledgee:Default (i) All Upon notice by the Secured Party to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Secured party who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsrights. (ii) All rights of the Pledgor to receive the dividends and interest payments other distributions which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Secured Party who shall thereupon have the sole rights to receive and hold as Pledge Collateral such dividends and other distributions. (iii) All dividends and other distributions which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b) shall be received in trust for the benefit of the PledgeeSecured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (civ) In The Pledgor shall, if necessary to permit the even that during Secured Party to exercise the term of this Agreement subscription warrants or voting and other rights or options shall which it may be issued in connection with the Pledged Collateralentitled to exercise pursuant to Section 6(b)(i) above and to receive all dividends and distributions which it may be entitled to receive under Section 6(b)(ii) above, all such stock warrants, rights execute and options shall forthwith be assigned by the Pledgor deliver to the Pledgee Secured Party, from time to time and said stock warrantsupon written notice of the Secured Party, rights appropriate proxies, dividend payment orders and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner other instruments as the shares of stock originally pledged hereunderSecured Party may reasonably request. The foregoing shall not in any way limit the Secured Party's power and authority granted pursuant to Section 8 hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement in a manner which would not have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i). (ii) The Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid, paid in respect of the Pledged Collateral; provided, howeverHOWEVER, 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Secured Party to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements).; and (iii) The Pledgee Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such 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 rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance continuation of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee 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 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.dividends; and (iiiii) All all dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b7(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 and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In order to permit Secured Party to exercise the even that during voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the term effect of this Agreement subscription warrants the 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 giving or other rights or options withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be issued in connection with effective, automatically and without the 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 CollateralShares or any officer or agent thereof), all such stock warrants, rights upon the occurrence of an Event of Default and options the continuance thereof and which proxy shall forthwith be assigned by only terminate upon the Pledgor to payment in full of the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderSecured Obligations.

Voting Rights; Dividends; Etc. (a) So Prior to the maturity date of the Note and the satisfaction of any unpaid principal and any accrued and unpaid interest in accordance with the Note, and so long as no Event of Default under the Notes shall have occurred and be continuing:continuing and Lender has not delivered the notice specified in Section 7(b): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (ii) The Pledgor shall be entitled to receive and retain any and all dividends or distributions and interest paid, paid in respect of the Pledged Collateral; , provided, however, that any and all: all (A) dividends or distributions 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 Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee Lender 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 any voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notesand during its continuation, and at the election option of PledgeeLender exercised in a writing sent to Pledgor: (i) All rights of the Pledgor to exercise the any voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Lender shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of Pledgor to receive the dividends and interest which it would otherwise be entitled to receive and retain pursuant to Section 7(a)(ii) shall cease, and Lender shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest paymentsinterest. (iiiii) All dividends or distributions and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b7(b) shall be received in trust for the benefit of the PledgeeLender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes Note shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesNote. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the PledgePledgee, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesNote, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even event that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no the Collateral Agent has not received notification from the Trustee that an Event of Default under the Notes shall have has occurred and be is continuing: (i) The Pledgor , the Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesIndenture. (iib) The Pledgor So long as the Collateral Agent has not received notification from the Trustee that an Event of Default has occurred and is continuing, the Company shall be entitled to receive receive, and retain any to utilize free and clear of the Lien of this Agreement, all dividends Regular Dividends and interest paid, other distributions paid from time to time in respect of the Pledged Collateral; provided. (c) Except as permitted by Section 3.10 or 4.08 of the Indenture, however, that any and all: all (Ai) dividends dividends, other distributions, interest and interest principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, and instruments and other property Regular Dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) 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 , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, in each case be forthwith delivered to the Pledgee Collateral Agent to hold as Pledged Collateral and shall, if received by the PledgorCompany, be received in trust for the benefit of the PledgeeCollateral Agent and the Holders, be segregated from the other property or and funds of the Pledgor, Company and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementappropriate endorsements). (iiid) The Pledgee Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor Company all such proxies and other instruments as the Pledgor Company may reasonably request in writing for the purpose of enabling the Pledgor Company to exercise the voting and other rights which he that it is entitled to exercise pursuant to paragraph (iSections 6(a) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii6(b) above. (be) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election of Pledgee: (i) All all rights of the Pledgor Company to exercise the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii6(a) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights as directed by the Trustee or the Holders of a majority in principal amount of the then outstanding Notes, and (ii) all dividends and other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent and the Company's right to receive and hold as Pledged Collateral such dividends and interest paymentscash payments pursuant to Section 6(b) hereof shall immediately cease. (iif) Upon the occurrence and during the continuance of an Event of Default, the Company shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend and interest payment orders and other instruments as are necessary or desirable to enable the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(e) above. (g) All payments of interest or principal and all dividends and interest payments which other distributions that are received by the Pledgor Company contrary to the provisions of paragraph (i) of this Section 6(b) 6 shall be received in trust for the benefit of the PledgeeCollateral Agent and the Holders, shall be segregated from the other property or funds of the Pledgor Company and shall be forthwith paid over delivered to the Pledgee and Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (ai) So long as no Event of Default under the Notes shall have has occurred and be is continuing: (i) The , Pledgor shall will be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document; provided, however, that Pledgor will not exercise nor will it refrain from exercising any such right if such action could have a material adverse effect on the Notesvalue of the Pledged Collateral. (ii) The Pledgor shall will be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged CollateralCollateral as permitted under the Purchase Agreement; provided, however, that that, except as expressly provided in the Purchase Agreement, 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise)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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall bewill be Pledged Collateral, at the option and request of the Pledge, will be forthwith delivered to the Pledgee to hold as Pledged Collateral and shallwill, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee shall Pledgor will execute and deliver (or cause to be executed and delivered) to the Pledgor Pledgee all such proxies and other instruments as the Pledgor Pledgee may reasonably request for the purpose of enabling the Pledgor Pledgee to exercise the voting and other rights which he that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, Note or under this Agreement and at the election delivery by Pledgee of written notice to Pledgor of Pledgee’s intention to exercise any of its rights under this Agreement: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultwill cease, and all such rights shall will thereupon become vested in the Pledgee who shall Pledgee, which will thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; and (ii) All dividends and interest payments which that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall will be received in trust for the benefit of the Pledgee, shall will be segregated from other funds of the Pledgor and shall will be forthwith paid over to the Pledgee and as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the other Term Loan Documents; provided that the Pledgor shall not exercise or refrain from exercising any such right without the prior written consent of the Bank if such action would have a Material Adverse Effect on the value of the Collateral, or any part thereof, or the Notesvalidity, priority or perfection of the security interests granted hereby or the remedies of the Bank hereunder. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, or other distributions paid in respect of the Pledged Collateral; providedCollateral to the extent not prohibited by this Pledge Agreement or the other Term Loan Documents, however, provided that any and all: all (A) dividends and interest or other distributions paid or payable other than in cash in respect of, and instruments and other property Property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 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 Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Bank to hold as Pledged be held as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (iii) The Pledgee Bank shall execute and deliver (or cause to be executed and delivered) to the Pledgor Pledgor, at the Borrowers' expense, 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 he is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor to (A) exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon written notice to the Pledgor by the Bank, cease and to (B) receive the dividends and interest payments other distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who Bank, which shall thereupon have the sole right right, but not the obligation, to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsdistributions. (ii) All dividends and interest payments other distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeBank, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Bank as Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even event that during all or any part of the term securities or instruments constituting the Collateral are lost, destroyed or wrongfully taken while such securities or instruments are in the possession of this Agreement subscription warrants the Bank, the Pledgor shall cause the delivery of new securities or instruments in place of the lost, destroyed or wrongfully taken securities or instruments upon request therefor by the Bank without the necessity of any indemnity bond or other rights security other than the Bank's agreement or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor indemnity therefor customary for pledge agreements similar to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderPledge Agreement.

Voting Rights; Dividends; Etc. in Respect of the Collateral. (a) So long as no Event of Default under (as defined in the Notes Notes) (an "EVENT OF DEFAULT") shall have occurred and be continuing: (i) The each Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the Pledged any Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, the Purchase Agreements or the Notes.other Transaction Documents; provided, however, that (A) no Pledgor will exercise or refrain from exercising any such right, as the case may be, if the Collateral Agent gives it notice that, in the Collateral Agent's judgment, such action (or inaction) is reasonably likely to have a Material Adverse Effect and (B) each Pledgor will give the 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 which is reasonably likely to have a Material Adverse Effect; (ii) The Pledgor shall be entitled to the Pledgors may receive and retain any and all dividends and dividends, interest paid, or other distributions paid in respect of the Pledged CollateralCollateral to the extent permitted by the Purchase Agreements; provided, however, that any and all: 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, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, together with any dividend, distribution, interest or other payment which at the time of such dividend, distribution, interest or other payment was not permitted by the Purchase Agreements, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Collateral Agent to hold as Pledged as, Collateral and shall, if received by any of the PledgorPledgors, be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from the other property or funds of the PledgorPledgors, and shall be forthwith delivered to the Pledgee as Pledged Collateral Agent in the same exact form as so received (with any necessary endorsement).indorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral Agent as Collateral and as further collateral security for the Obligations; and (iii) The Pledgee shall the Collateral Agent will execute and deliver (or cause to be executed and delivered) to the a Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above of this Section 7(a) and to receive the dividends or dividends, distributions, interest and other payments which he it is authorized to receive and retain pursuant to paragraph (ii) aboveof this Section 7(a), in each case, to the extent that the Collateral Agent has possession of such Collateral. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All all rights of the each Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to paragraph (i) of this Section 6(a)(i) 7(a), and to receive the dividends dividends, distributions, interest and interest other payments which he it would otherwise be authorized to receive and retain pursuant to paragraph (ii) of this Section 6(a)(ii) 7(a), shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends dividends, distributions, interest and interest other payments.; (ii) All dividends without limiting the generality of the foregoing, the Collateral Agent 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 its discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any issuer of the Collateral or upon the exercise by any issuer of the Collateral of any right, privilege or option pertaining to any Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer collateral agent, registrar or other designated collateral agent upon such terms and conditions as it may determine; and (iii) all dividends, distributions, interest and other payments which are received by the any Pledgor contrary to the provisions of paragraph (i) of this Section 6(b7(b) shall be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from other funds of the Pledgor such Pledgor, and shall be forthwith paid over to the Pledgee and Pledged Collateral Agent as Collateral in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued indorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, by the Collateral Agent as Collateral and shall be deemed to be part of, as further collateral security for the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderObligations.

Voting Rights; Dividends; Etc. in Respect of the Pledged Collateral. (a) So long as no Default or Event of Default under the Notes shall have occurred and be continuing: (i) The the Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof for any purpose in a manner not inconsistent with the terms of this Agreement or the Notes.Pledge Agreement; (ii) The the Pledgor shall be entitled to may receive and retain any and all dividends and interest paid, or other distributions paid in respect of the Pledged CollateralCollateral of the Pledgor; provided, however, that any and all: 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, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionincluding, combination without limitation, shares of stock or reclassification other instruments issued in respect of any "spin-off" of any division or subsidiary of the outstanding capital stock of the CompanyIssuer), or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, Collateral shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Agent to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent, shall be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to the Pledgee Agent in the exact form received with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent as Pledged Collateral in and as further collateral security for the same form as so received (with any necessary endorsement).Obligations; and (iii) The Pledgee shall the 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 he that the Pledgor is entitled to exercise pursuant to paragraph (i) above of this Section 7(a) and to receive the dividends or interest payments which he that the Pledgor is authorized to receive and retain pursuant to paragraph (ii) aboveof this Section 7(a). (b) Upon the occurrence and during the continuance of an any Default or Event of Default under the Notes, and at the election of PledgeeDefault: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he that the Pledgor would otherwise be entitled to exercise pursuant to paragraph (i) of subsection (a) of this Section 6(a)(i) 7, and to receive the dividends and interest payments which he other distributions that the Pledgor would otherwise be authorized to receive and retain pursuant to paragraph (ii) of subsection (a) of this Section 6(a)(ii) 7, shall cease for the period subsequent to the Event of Defaultcease, and (A) all such rights shall thereupon become vested in the Pledgee who Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.other distributions, and (B) the Pledgor shall execute and deliver all such proxies and other instruments as the Agent may reasonably request for the purpose of enabling Agent to exercise the voting and other rights that it is entitled to exercise pursuant to this Section 7(b)(i); (ii) All without limiting the generality of the foregoing, the Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any issuer of Pledged Collateral, or upon the exercise by any issuer of Pledged Collateral of any right, privilege or option pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends and interest payments which other distributions that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b7(b) shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from the other funds of the Pledgor Pledgor, and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued indorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, by the "Agent as Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged Collateral hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing:continuing (unless waived by the Lenders in accordance with the terms of the Credit Agreement): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights (including, without limitation, the right to give consents, waivers and notifications in respect of the Pledged Collateral) pertaining to the Pledged Collateral or any part thereof for any purpose not thereof; provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with the terms or violate any provision of this Agreement or any other Loan Document; and provided further that Pledgor shall give the Notes.Administrative Agent at least ten (10) days’ written notice (in the form of an officer’s certificate) of the manner in which it intends to exercise, or the reasons for refraining from exercising, any voting or other consensual rights pertaining to the Pledged Collateral or any part thereof, which might have a material adverse effect on the value of the Pledged Collateral or any part thereof; and (ii) The Pledgor shall be entitled to receive and retain any and all dividends dividends, interest and interest paidamounts and property paid in respect to redemptions, liquidations, dissolutions or otherwise paid in respect of the Pledged CollateralCollateral to the extent not prohibited by the Credit Agreement; provided, however, provided that any and all: (A) dividends and interest paid or payable other than in cash Equity Interests in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (B) dividends and other distributions hereafter paid or payable in cash Equity Interests 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-paid in surplus; , and (C) cash paid, payable or otherwise Equity Interests distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Administrative Agent to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAdministrative Agent, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under (unless waived by the Notes, and at Lenders in accordance with the election terms of Pledgee:the Credit Agreement): (i) The Administrative Agent may, without notice to Pledgor, transfer or register in the name of the Administrative Agent or any of its nominees, for the equal and ratable benefit of the Secured Parties, any or all shares of the Pledged Collateral held by the Administrative Agent hereunder, and the Administrative Agent or its nominee may thereafter, after delivery of notice to Pledgor (which notice must have been requested by the Majority Lenders), exercise, to the extent not prohibited by applicable law, all voting and corporate rights at any meeting of any Issuer issuing any of the shares included in the Pledged Collateral and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of any Issuer issuing any of such shares or upon the exercise by any such Issuer or the Administrative Agent of any right, privilege or option pertaining to any shares of the Pledged Collateral, and in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to exercise, and the Lenders shall not have any duty to request the exercise of, any of the aforesaid rights, privileges or options, and neither the Administrative Agent nor any Lender shall be responsible for any failure to do so or delay in so doing. (ii) All rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) or the Credit Agreement shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (iiiii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b7(b)(ii) shall be received in trust for the benefit of the PledgeeAdministrative Agent, shall be segregated from other funds of the Pledgor Pledgor, and shall be forthwith paid over to the Pledgee and Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (iv) Pledgor shall execute and deliver (or cause to be executed and delivered to the Administrative Agent) all such proxies and other instruments as the Administrative Agent may reasonably request for the purpose of enabling the Administrative Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (ii) above and to receive the dividends or interest payments which it is entitled to receive and retain pursuant to paragraph (iii) above. (c) In the even that during the term The provisions of this Agreement subscription warrants or other rights or options Section 7 shall be issued subject in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor respects to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms provisions set forth in Section 12(d) of this Agreement in the same manner as the shares of stock originally pledged hereunderAgreement.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement in a manner which would not have a material adverse effect on the value of the Pledged Collateral or any part thereof. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i). (ii) The Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid, paid in respect of the Pledged Collateral; provided, howeverHOWEVER, 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Secured Party to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements).; and (iii) The Pledgee Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such 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 rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance continuation of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee 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 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.dividends; and (iiiii) All all dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b7(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 and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In order to permit Secured Party to exercise the even that voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(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 promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the 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 giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the 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 during the term continuance thereof and which proxy shall only terminate upon the payment in full of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderSecured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The the Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or the Notes. (ii) The Pledgor shall be entitled any agreement giving rise to receive and retain or otherwise relating to any and all dividends and interest paid, in respect of the Pledged CollateralSecured Obligations; provided, however, that the Pledgor shall not exercise, or refrain from exercising, any such right or power if any such action would have a materially adverse effect on the value of such Pledged Collateral in the judgment of the Pledgee; (ii) the Pledgor shall be entitled to retain and use any and all: (A) all cash dividends paid on the Pledged Collateral, but any and interest paid all stock and/or liquidating dividends, other distributions in property, return of capital or payable other than in cash distributions made on or in respect ofof Pledged Securities, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock Securities of the Company, an 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 securities to which on the Company may be a partyliquidation, whether voluntary or any conversioninvoluntary, call or redemptionof an Issuer, or otherwise); (B) dividends , shall be and other distributions paid or payable in cash in respect become part of any the 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; pledged hereunder and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, shall forthwith be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee to be held as Pledged Collateral in collateral subject to the same form as so received (with any necessary endorsement). (iii) terms and conditions of this Agreement. 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 he Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments which he Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other and/or consensual rights and powers which he would Pledgor is entitled to exercise pursuant to subsection (a)(i) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to subsection (a)(ii) above shall cease, and all such rights thereupon shall become immediately vested in the Pledgee, which shall have, to the extent permitted by law, the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers which the Pledgor shall otherwise be entitled to exercise pursuant to Section 6(a)(isubsection (a)(i) and above and/or to receive and retain the dividends and interest payments which he would the Pledgor shall otherwise be authorized to receive and retain pursuant to Section 6(a)(iisubsection (a)(ii) shall cease for the period subsequent to the Event of Default, above. Any and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting money and other consensual rights and property paid over to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are or received by the Pledgor contrary Pledgee pursuant to the provisions of paragraph this subsection (i) of this Section 6(bb) shall be received retained by the Pledgee as additional collateral hereunder and shall be applied in accordance with the provisions of Section 8. If the Pledgor shall receive any dividends or other property which it is not entitled to receive under this Section, the Pledgor shall hold the same in trust for the benefit of the Pledgee, shall be segregated from without commingling the same with other funds or property of or held by the Pledgor Pledgor, and shall be forthwith paid over promptly deliver the same to the Pledgee and Pledged Collateral upon receipt by the Pledgor in the same identical form as so received (received, together with any necessary endorsement)endorsements. (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default under the Notes shall have occurred and be continuing: (ia) The Pledgor Grantor shall be entitled to make trades in the Securities Accounts (subject to the limitations set forth in Section 2(b) and Section 4) and exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose purpose; provided, however, that the Grantor will not inconsistent with exercise and will refrain from exercising any such right if such action is prohibited by the terms of this Agreement provisions herein or the Noteswould result in a Margin Shortfall or Sell-Out Shortfall. (iib) The Pledgor Grantor shall be entitled to receive and retain any and all dividends dividends, interest and interest paid, other distributions paid in respect of the Pledged Collateral; provided, however, that any and all: all (Ai) dividends dividends, interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral such Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged such 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 , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged such Collateral, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shall, if received by the PledgorGrantor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, Grantor and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default under the Notes shall have occurred and be continuing: (i) The Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notesother Loan Documents; provided, however, that no Pledgor shall exercise or refrain from exercising any such right if, in the Agent's judgment, such action would have a material adverse effect on the value of the Security Collateral or any part thereof. (ii) The Each Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged CollateralSecurity Collateral of such Pledgor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Security Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged 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 Pledged Security Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Agent to hold as Pledged as, Security Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the PledgeeAgent, be segregated from the other property or funds of the Pledgor, such Pledgor and be forthwith delivered to the Pledgee Agent as Pledged Security Collateral in the same form as so received (with any necessary endorsementindorsement). (iii) The Pledgee Agent shall execute and deliver (or cause to be executed and delivered) to the each Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other rights which he that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an any Default under Section 6.01(a) or (f) of the Credit Agreement or any Event of Default under the Notes, and at the election of PledgeeDefault: (i) All rights of the each Pledgor (A) to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i10(a)(i) shall, upon notice to such Pledgor by the Agent, cease, and (B) to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii10(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee who Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Security Collateral such dividends and interest payments. (ii) All dividends and interest payments which that are received by the any Pledgor contrary to the provisions of paragraph (i) of this Section 6(b10(b) shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the such Pledgor and shall be forthwith paid over to the Pledgee and Pledged Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if, in the Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof, and, provided, further, that the Pledgor shall give the Agent and the Secured Party at least five days' written notice of the manner in which it intends to exercise or the Notesreasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee Agent 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to the Pledgor by the Agent (pursuant to the instructions of the Secured Party), cease and (y) to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii6(a) (ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee 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 paymentsdividends. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (c) In the even that during For purposes of this Agreement, the term "Event of this Agreement subscription warrants or other rights or options Default" shall be issued in connection with mean the Pledged Collateral, all such stock warrants, rights and options failure to pay when due any of the amounts set forth on the Payment Schedule attached hereto as Schedule II. The Secured Party shall forthwith be assigned by notify the Pledgor to Agent of the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms occurrence of this Agreement in the same manner as the shares an Event of stock originally pledged Default hereunder.

Voting Rights; Dividends; Etc. (a) So Except as set forth below, so long as no Event of Default under the Notes shall have occurred and be continuing:(as hereinafter defined): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesLoan Agreement; PROVIDED, HOWEVER, that the Pledgor shall not exercise nor shall it refrain from exercising any such right if such action or inaction could have a material adverse effect on the value of the Pledged Collateral or upon the rights of the Pledgee to effectively realize upon the security afforded by such Pledged Collateral. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedShares and all distributions paid in respect of the Pledged Units, howeverPROVIDED HOWEVER, that any and all: (A1) dividends dividends, interest and interest distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (B2) 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; surplus resulting from a sale or refinancing of any property, and (C3) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall bebe Pledged Collateral, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Except as set forth below, upon the occurrence (and during the continuance continuance) of an Event of Default under the Notes, and at the election of Pledgee:(as hereinafter defined): (i) All rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) (but only after an Event of Default) and to receive the dividends and interest payments and distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.payments and distributions; (ii) All dividends and interest payments and distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements).; and (ciii) In the even that during the term of this Agreement subscription warrants The Pledgor shall execute and deliver (or other rights or options shall cause to be issued in connection with the Pledged Collateral, all such stock warrants, rights executed and options shall forthwith be assigned by the Pledgor delivered) to the Pledgee all such proxies and said stock warrants, rights and options shall be, and, to other instruments as the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee may (reasonably) request for the purpose of enabling the Pledgee to be held as, exercise the voting and shall be deemed other rights which it is entitled to be part of, exercise pursuant to paragraph (i) above and to receive the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderdividends or interest payments or distribution which it is authorized to receive pursuant to paragraph (ii) above.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default under the Notes shall have has occurred and be is continuing, subject to the terms of the Credit Agreement: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the its Pledged Collateral or any part thereof for any purpose not inconsistent with the express terms of this Pledge Agreement or the NotesCredit Agreement. (ii) The Pledgor shall be entitled to receive and retain retain, free and clear of all liens hereunder, any and all dividends and interest paid, permitted under the Credit Agreement paid in respect of the its Pledged Collateral; provided, however, that any and all: 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 Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option be Pledged Collateral and request of the Pledge, shall be forthwith delivered to the Pledgee Secured Party to hold as Pledged Collateral and shall, if received by the such Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, Secured Party and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee shall Secured Party shall, at the expense of the Pledgor, 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 he the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he the Pledgor is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the Pledgor’s receipt of a written notice from the Secured Party after the occurrence and during the continuance of an Event of Default under (other than a voluntary or involuntary insolvency event (as more fully described in Section 13.1(g) or (h) of the NotesCredit Agreement), in which case no notice from the Secured Party shall be necessary and at the election following will be deemed to have automatically occurred immediately prior to the commencement of Pledgee:such voluntary or involuntary insolvency proceeding): (i) All rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and and, all such rights shall thereupon become vested in the Pledgee who Secured Party which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeSecured Party, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes (as defined below) shall have occurred and be continuing: (i) The Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the Secured Agreement. It is understood, however, that neither (A) the voting by Pledgors of any Pledged Shares for or Pledgors' consent to the Noteselection of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgors' consent to or approval of any action otherwise permitted under the Secured Agreement shall be deemed inconsistent with the Secured Agreement within the meaning of this SECTION 7(A)(I), and no notice of any such voting or consent need be given to Collateral Agent. (ii) The Pledgor Pledgors shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Pledge Agreement, any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedPROVIDED, however, HOWEVER that any and all: (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property (other than cash) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 (except any distribution upon liquidation to another Pledgor to the extent permitted under the Secured Agreement), 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, of or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Collateral Agent to hold as as, Pledged Collateral and shall, if received by the PledgorPledgors, be received in trust for the benefit of the PledgeeCollateral Agent, be segregated from the other property or funds of the Pledgor, Pledgors and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements). (iii) The Pledgee Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the appropriate 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, principal or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All Upon written notice from Collateral Agent to Company, except with respect to AG Asia, all rights of the Pledgor Pledgors to exercise the voting and other consensual rights which he they would otherwise be entitled to exercise pursuant to Section 6(a)(iSECTION 7(A)(I) shall cease, and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the right to exercise such voting and other consensual rights. With respect to AG Asia, upon written notice from Collateral Agent to Company, all Pledged Shares shall be registered in the name of Collateral Agent who shall thereupon have the right to exercise such voting and consensual rights. (ii) All rights of Pledgors to receive the dividends and interest payments which he they would otherwise be authorized to receive and retain pursuant to Section 6(a)(iiSECTION 7(A)(II) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentspayments which shall, upon written notice from Collateral Agent, be paid to Collateral Agent. (iiiii) All dividends dividends, principal and interest payments which are received by the any Pledgor contrary to the provisions of paragraph (iii) of this Section 6(bSECTION 7(B) shall be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from other funds of the such Pledgor and shall forthwith be forthwith paid over to the Pledgee and Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In order to permit Collateral Agent to exercise the even that during the term of this Agreement subscription warrants voting and other consensual rights which it may be entitled to exercise pursuant to SECTION 7(B)(I) hereof and to receive all dividends and other distributions which it may be entitled to receive under SECTION 7(A)(II) hereof or other rights SECTION 7(B)(II) hereof, Pledgors shall promptly execute and deliver (or options shall cause to be issued in connection with the Pledged Collateral, executed and delivered) to Collateral Agent all such stock warrantsproxies, rights dividend payment orders and options shall forthwith be assigned by the Pledgor other instruments as Collateral Agent may from time to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereundertime reasonably request.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The the Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Agreement or the Notes. (ii) The Pledgor shall be entitled any agreement giving rise to receive and retain or otherwise relating to any and all dividends and interest paid, in respect of the Pledged CollateralObligations; provided, however, that the Pledgor shall not exercise, or refrain from exercising, any such right or power if any such action would have a materially adverse effect on the value of such Pledged Collateral in the judgment of the Pledgee; (ii) the Pledgor shall be entitled to retain and use any and all: (A) all cash dividends paid on the Pledged Collateral, but any and interest paid all stock and/or liquidating dividends, other distributions in property, return of capital or payable other than in cash distributions made on or in respect ofof Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock Securities of the Company, an 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 securities to which on the Company may be a partyliquidation, whether voluntary or any conversioninvoluntary, call or redemptionof an Issuer, or otherwise); (B) dividends , shall be and other distributions paid or payable in cash in respect become part of any the 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; pledged hereunder and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, shall forthwith be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee to be held as Pledged Collateral in collateral subject to the same form as so received (with any necessary endorsement). (iii) terms and conditions of this Agreement. 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 he Pledgor is entitled to exercise pursuant to paragraph clause (i) above and and/or to receive the dividends or interest payments which he Pledgor is authorized to receive and retain pursuant to paragraph clause (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other and/or consensual rights and powers which he would Pledgor is entitled to exercise pursuant to subsection (a)(i) above and/or to receive the dividends which Pledgor is authorized to receive and retain pursuant to subsection (a)(ii) above shall cease, and all such rights thereupon shall become immediately vested in the Pledgee, which shall have, to the extent permitted by law, the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers which the Pledgor shall otherwise be entitled to exercise pursuant to Section 6(a)(isubsection (a)(i) and above and/or to receive and retain the dividends and interest payments which he would the Pledgor shall otherwise be authorized to receive and retain pursuant to Section 6(a)(iisubsection (a)(ii) shall cease for the period subsequent to the Event of Default, above. Any and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting money and other consensual rights and property paid over to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are or received by the Pledgor contrary Pledgee pursuant to the provisions of paragraph this subsection (i) of this Section 6(bb) shall be received retained by the Pledgee as additional collateral hereunder and shall be applied in accordance with the provisions of Section 9. If the Pledgor shall receive any dividends or other property which it is not entitled to receive under this Section, the Pledgor shall hold the same in trust for the benefit of the Pledgee, shall be segregated from without commingling the same with other funds or property of or held by the Pledgor Pledgor, and shall be forthwith paid over promptly deliver the same to the Pledgee and Pledged Collateral upon receipt by the Pledgor in the same identical form as so received (received, together with any necessary endorsement)endorsements. (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The , Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for and the Trustee shall not hold or share any purpose not inconsistent with the terms of this Agreement such rights or the Notespower to exercise such rights. (iib) The So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid, paid from time to time in respect of the Pledged Collateral; providedShares. (c) Except as otherwise provided in the Indenture, however, that any and all: all (Ai) dividends or other distributions and interest or principal paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash dividends permitted under Section 6(b)) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralShares, shall be, at the option and request of the Pledge, in each case be delivered forthwith delivered to the Pledgee Trustee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeTrustee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iiid) The Pledgee Trustee 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) aboveSection 6(a). (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (iie) All dividends or other distributions and all interest and principal payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 6 shall be received in trust for the benefit of the PledgeeTrustee, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Trustee as Pledged Collateral in the same form as so received (with any necessary endorsement). (cf) In Upon the even that occurrence and during the term continuance of this Agreement subscription warrants or an Event of Default, all rights of Pledgor to exercise the voting and other consensual rights or options which it would otherwise be entitled to exercise pursuant to Section 6(a) shall be issued in connection with the Pledged Collateralcease, and, subject to FCC approval if required, all such stock warrantsrights shall become vested in the Trustee which shall thereupon have the sole right to exercise such voting and other consensual rights. Notwithstanding the foregoing or any other provision of this Agreement, rights and options shall forthwith any foreclosure on, sale, transfer or other disposition of, or the vesting or exercise of any right to vote or consent with respect to, any of the Pledged Collateral as provided herein or any other action taken or proposed to be assigned taken by the Trustee hereunder which would affect the operational, voting, or other control of Pledgor or the Pledged Company, shall be effected pursuant to Section 310(d) of the Communications Act of 1934, as amended, and to the Pledgee applicable rules and said stock warrantsregulations thereunder. (g) Except as otherwise provided in the Indenture, rights upon the occurrence and options during the continuance of an Event of Default, all cash dividends or other distributions payable in respect of the Pledged Shares shall be, be paid directly to the Trustee and, to the extent exercised if received by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to received in trust for the benefit of the Trustee, shall be held assegregated from other funds of Pledgor, and shall be deemed forthwith paid over to be part of, the "Trustee as Pledged Collateral" under the terms of this Agreement Collateral in the same manner form as the shares of stock originally pledged hereunderso received (with any necessary endorsements) and Pledgor's right to receive such cash dividends pursuant to Section 6(b) hereof shall immediately cease.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The , Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesLoan Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in the Bank’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof, and provided further that Pledgor shall promptly notify the Bank in writing upon learning of the occurrence of any event which might or would cause termination and or dissolution of any Company. (iib) The So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and retain any and all cash dividends and interest paid, other cash distributions paid in respect of the Pledged CollateralCollateral to the extent permitted by the Loan Agreement; provided, however, that any and all: (A) all dividends and interest paid or payable other than in cash in respect of, and instruments and other property (other than cash) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 of, or in redemption conversion of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith (i) delivered to the Pledgee Bank to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Bank as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement) or (ii) deposited in accounts subject to control agreements satisfactory to Bank. All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 5.1(b) shall be received in trust for the benefit of the Bank and shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Bank as Pledged Collateral in the same form as so received (with any necessary indorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (bc) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon written notice from the Bank to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii5.1(a) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Bank, who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and other distributions that they may otherwise be authorized to receive and retain pursuant to Section 5.1(b) shall cease, and all such rights shall thereupon become vested in Bank who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments.other distributions; and (iiiii) All all dividends and interest payments which other distributions that are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b5(c) shall be received as Collateral in trust for the benefit of the PledgeeBank, shall be segregated from other funds of the Pledgor and shall forthwith be forthwith paid over to the Pledgee and Bank as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (cd) In order to permit Bank to exercise the even voting and other consensual rights that during it may be entitled to exercise pursuant to Section 5.1(c) and to receive all dividends and other distributions which it may be entitled to receive under Section 5.1(b) or Section 5.1(c), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Bank all such proxies, dividend payment orders and other instruments as Bank may from time to time reasonably request and (ii) without limiting the term effect of this Agreement subscription warrants the immediately preceding clause (i), Pledgor hereby grants to Bank an irrevocable proxy to vote the Pledged Interests and to exercise all other rights, powers, privileges and remedies to which Pledgor would be entitled (including, without limitation, giving or other rights or options withholding written consents of holders of equity interests, calling special meetings of holders of equity interests and voting at such meetings), which proxy shall be issued in connection with effective, automatically and without the necessity of any action (including any transfer of any Pledged Interests on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged CollateralInterests or any officer or agent thereof) upon the occurrence of an Event of Default, all and which proxy shall only terminate upon the earlier of (a) such stock warrants, rights and options date on which such Event of Default shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee cease to be held ascontinuing, or (b) the payment and shall be deemed to be part of, satisfaction in full of the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderObligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes (as defined below) shall have occurred and be continuing: (i) The Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement and the Secured Agreement. It is understood, however, that neither (A) the voting by Pledgors of any Pledged Shares for or Pledgors' consent to the Noteselection of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgors' consent to or approval of any action otherwise permitted under the Secured Agreement shall be deemed inconsistent with the Secured Agreement within the meaning of this SECTION 7(a)(i), and no notice of any such voting or consent need be given to Collateral Agent. (ii) The Pledgor Pledgors shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Pledge Agreement, any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedPROVIDED, however, HOWEVER that any and all: (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property (other than cash) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 (except any distribution upon liquidation to another Pledgor to the extent permitted under the Secured Agreement), 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, of or in exchange for, for any Pledged Collateral, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Collateral Agent to hold as as, Pledged Collateral and shall, if received by the PledgorPledgors, be received in trust for the benefit of the PledgeeCollateral Agent, be segregated from the other property or funds of the Pledgor, Pledgors and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any all necessary endorsementendorsements). (iii) The Pledgee Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the appropriate 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends dividends, principal or interest payments which he 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 under the Notes, and at the election of PledgeeDefault: (i) All Upon written notice from Collateral Agent to Company, all rights of the Pledgor Pledgors to exercise the voting and other consensual rights which he they would otherwise be entitled to exercise pursuant to Section 6(a)(iSECTION 7(a)(i) shall cease, and all such rights shall thereupon become vested in Collateral Agent who shall thereupon have the right to exercise such voting and other consensual rights. (ii) All rights of Pledgors to receive the dividends and interest payments which he they would otherwise be authorized to receive and retain pursuant to Section 6(a)(iiSECTION 7(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentspayments which shall, upon written notice from Collateral Agent, be paid to Collateral Agent. (iiiii) All dividends dividends, principal and interest payments which are received by the any Pledgor contrary to the provisions of paragraph (iii) of this Section 6(bSECTION 7(b) shall be received in trust for the benefit of the PledgeeCollateral Agent, shall be segregated from other funds of the such Pledgor and shall forthwith be forthwith paid over to the Pledgee and Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In order to permit Collateral Agent to exercise the even that during the term of this Agreement subscription warrants voting and other consensual rights which it may be entitled to exercise pursuant to SECTION 7(b)(i) hereof and to receive all dividends and other distributions which it may be entitled to receive under SECTION 7(a)(ii) hereof or other rights SECTION 7(b)(ii) hereof, Pledgors shall promptly execute and deliver (or options shall cause to be issued in connection with the Pledged Collateral, executed and delivered) to Collateral Agent all such stock warrantsproxies, rights dividend payment orders and options shall forthwith be assigned by the Pledgor other instruments as Collateral Agent may from time to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereundertime reasonably request.

Voting Rights; Dividends; Etc. (a) So During the term of this Agreement, and as long as no Event of Default under the Notes shall have has occurred and be is continuing: (i) The 5.1 Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for thereof; provided, however, no vote shall be cast or any purpose not consent, waiver or ratification given or any action taken which would violate or be inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to therein or herein, or which could have the Noteseffect of impairing the value of the Collateral or any part thereof or the position or interest of Foothill therein. (ii) The 5.2 Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged CollateralShares; provided, however, that any and all: (Aa) dividends and interest distributions paid or payable other than in cash in respect of, and any and all additional shares or instruments and or other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of for the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise)Shares; (Bb) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution dissolution, merger, consolidation of the Company, or in connection with a reduction any exchange of capitalstock, capital surplus conveyance of assets, or paid-in-surplussimilar corporate reorganization; and (Cc) cash paidpaid with respect to, payable payable, or otherwise distributed in respect of principal of, or in on redemption of, or in exchange for, any Pledged CollateralShares, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Foothill to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeFoothill, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Foothill as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to if deemed appropriate by Foothill, Pledgor shall take such actions, including the extent exercised by Pledgoractions described in Section 2, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderFoothill may require.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesLoan Agreement; PROVIDED, HOWEVER, that the Pledgor shall not exercise or shall refrain from exercising any such right if, in the Agent's reasonable judgment, such action would have a Materially Adverse Effect on the Agent's or any Lenders' rights in the Pledged Collateral. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedPROVIDED, howeverHOWEVER, 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option be Pledged Collateral and request of the Pledge, shall be forthwith delivered to the Pledgee Agent to hold hold, for the benefit of itself as Agent and the Lenders, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent, be segregated from the other property or funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Agent, for the benefit of itself as Agent and the Lenders, as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee Agent 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 he it is entitled to exercise pursuant to paragraph CLAUSE (iI) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph CLAUSE (iiII) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All upon the Agent's election evidenced by a written notice to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(iSECTION 6(A)(I) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(iiSECTION 6(A)(II) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Agent, for the benefit of itself as Agent and the Lenders, who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; and (ii) All all dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph CLAUSE (iI) of this Section 6(bSECTION 6(B) shall be received in trust for the Agent, for the benefit of itself as Agent and the PledgeeLenders, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee Agent, for the benefit of itself as Agent and the Lenders, as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (ai) So long as no Event of Default under the Notes shall have has occurred and be is continuing: (i) The Pledgor shall , Parent will be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document; provided, however, that Parent will not exercise nor will it refrain from exercising any such right if such action could have a material adverse effect on the Notesvalue of the Pledged Collateral. (ii) The Pledgor shall Parent will be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged CollateralCollateral as permitted under the Loan Agreement; provided, however, that that, except as expressly provided in the Loan Agreement, 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise)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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall bewill be Pledged Collateral, at the option and request of the Pledge, will be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shallwill, if received by the PledgorParent, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the PledgorParent, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee shall Parent will execute and deliver (or cause to be executed and delivered) to the Pledgor Lender all such proxies and other instruments as the Pledgor Lender may reasonably request for the purpose of enabling the Pledgor Lender to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 and delivery by Lender of written notice to Parent of Lender’s intention to exercise any of its rights under the Notes, and at the election of Pledgeethis Agreement: (i) All rights of the Pledgor Parent to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultwill cease, and all such rights shall will thereupon become vested in the Pledgee who shall Lender which will thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; and (ii) All dividends and interest payments which are received by the Pledgor Parent contrary to the provisions of paragraph (i) of this Section 6(b) shall will be received in trust for the benefit of the PledgeeLender, shall will be segregated from other funds of the Pledgor Parent and shall will be forthwith paid over to the Pledgee and Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under or event which, with the Notes giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing: (i) The Each Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (ii) The Each Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Collateral; , provided, however, that any and all: 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 Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); and (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 of, or in redemption of, or in exchange for, any Pledged Collateraldissolution, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Noteholder to hold as as, Pledged Collateral and shall, if received by the any Pledgor, be received in trust for the benefit of the PledgeeNoteholder, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Noteholder as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee Noteholder, shall execute and deliver (or cause to be executed and delivered) to the appropriate Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other consensual rights which he that it is entitled to exercise pursuant to paragraph subsection (i) above and to receive the dividends or interest payments which he that it is authorized to receive and retain pursuant to paragraph subsection (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under or an event which, with the Notesgiving of notice or the lapse of time, and at the election or both, would become an Event of PledgeeDefault: (i) All rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Noteholder who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights at the direction of the Noteholder and to receive and hold as Pledged Collateral such dividends and interest paymentsdividends. (ii) All dividends and interest payments which that are received by the any Pledgor contrary to the provisions of paragraph subsection (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeNoteholder, shall be segregated from other funds of the such Pledgor and shall be forthwith paid over to the Pledgee and Noteholder as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In As used herein, “Event of Default” (i) shall mean an “Event of Default” under and as defined in any Document, and (ii) shall mean the even that during the term failure of any Pledgor to pay or perform any of its obligations under this Agreement subscription warrants or other rights or options shall be issued in connection with and the Pledged Collateral, all continuation of such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms failure for a period of this Agreement in the same manner as the shares of stock originally pledged hereunder5 (five) days.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCollateralized Note Indenture; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Collateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends distributions and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all: (A) dividends distributions 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Collateral Agent to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeCollateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee Collateral Agent 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.to

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCollateralized Note Indenture; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if, in Collateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends distributions and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all: (A) dividends distributions 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Collateral Agent to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeCollateral Agent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee Collateral Agent 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. Any cash so held shall, pursuant to the written instructions of Pledgor, be invested by Collateral Agent in accordance with the terms of the Intercreditor Agreement. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Collateral Agent, so long as an Event of Default shall continue, who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. Collateral Agent shall execute and deliver such instruments evidencing Pledgor's right to exercise such voting rights as Pledgor may reasonably request. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default default exists under the Notes shall have occurred and be continuingNote: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesShares. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, in respect of the Pledged Collateral; Shares, provided, however, that any and all: (A) all 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 Collateral (whether resulting from a subdivisionShares, combination or reclassification of the outstanding capital stock of the Company, or and any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (B) and all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, surplus shall be, at the option and request of the Pledge, forthwith be delivered to the Pledgee to hold as collateral as if such were Pledged Collateral Shares (such Collateral, together with the Pledged Shares, the "Pledged Collateral") and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form for as so received (with any necessary endorsementindorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default a default under the NotesNote, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(iy(a)(i) and to receive the dividends and interest payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii(a)(ii) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral collateral such dividends, and all dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b(b) 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 and Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default under the Notes shall have occurred and be continuing:continuing (and, in the case of subsection (a)(i) of this Section 6, as --------- long as no notice thereof shall have been given by the Agent to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Financing Agreement or any other Loan Document; provided, however, that the NotesPledgor shall not exercise or shall refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Pledged Collateral consisting of the capital stock of any Subsidiary of Pledgor. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that other than 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise)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 of, or in redemption of, or in exchange for, any Pledged Collateral, all of which shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Agent to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (iii) The Pledgee Agent 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (ii) above. (bi) Upon notice by the occurrence and during Agent to the continuance of an Event of Default under the NotesPledgor, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall --------------- thereupon become vested in the Pledgee Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) All rights of the Pledgor to receive the dividends which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease, and all such rights shall ---------------- thereupon become vested in the Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments.dividends; (iiiii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b) ------------ shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement).; and (civ) In The Pledgor shall, if necessary to permit the even that during Agent to exercise the term of this Agreement subscription warrants or voting and other rights or options shall which it may be issued in connection with the Pledged Collateralentitled to exercise pursuant to Section 6(b)(i) above and to receive all --------------- dividends and distributions which it may be entitled to receive under Section 6(b)(ii) above, all such stock warrants, rights execute and options shall forthwith be assigned by the Pledgor deliver to the Pledgee Agent, ---------------- from time to time and said stock warrantsupon written notice of the Agent, rights appropriate proxies, dividend payment orders and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner other instruments as the shares of stock originally pledged hereunderAgent may reasonably request. The foregoing shall not in any way limit the Agent's power and authority granted pursuant to Section 8 --------- hereof.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default under the Notes or event which with lapse of time or lack of notice would have become an Event of Default shall have occurred and be continuing:continuing (or, in the case of subsection (a)(i) of this Section 6, as long as no notice thereof shall have been given by the Secured Party to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any other Loan Document; provided, however, that the NotesPledgor shall not exercise or shall refrain from exercising any such right if, in the Secured Party's judgment, exercised reasonably, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least five Business Days' written notice of the manner in which it intends to exercise, or its reasons for refraining from exercising, any such right. (ii) The Pledgor shall not be entitled to receive and or retain (A) any and all cash dividends and interest paid, paid in respect of the Pledged Collateral; provided, howeveror (B) any other dividends paid in respect of the Pledged Collateral, that including, without limitation, any and allof the following: (Ax) 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (By) 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 (Cz) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, all of which, together with any cash dividends received by the Pledgor in violation of clause (A) of this clause (ii), shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Secured Party to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All Upon notice by the Secured Party to the Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest paymentsrights. (ii) All The Pledgor shall, if necessary to permit the Secured Party to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 6(b)(i) above and to receive all dividends and interest payments distributions which are received by the Pledgor contrary it may be entitled to receive under Section 6(b)(ii) above, execute and deliver to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit Secured Party, from time to time and upon written notice of the PledgeeSecured Party, shall be segregated from appropriate proxies, dividend payment orders and other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner instruments as the shares of stock originally pledged hereunderSecured Party may reasonably request. The foregoing shall not in any way limit the Secured Party's power and authority granted pursuant to Section 8 hereof.

Voting Rights; Dividends; Etc. in Respect of the Pledged Collateral. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The each Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof Shares for any purpose not inconsistent with the terms of this Agreement, the Financing Agreement or the Notes.other Loan Documents; provided, however, that (A) none of the Pledgors will exercise or refrain from exercising any such right, as the case may be, if the Agent gives a Pledgor notice that, in the Agent's judgment, such action (or inaction) is reasonably likely to have a Material Adverse Effect and (B) each Pledgor will give the 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 which is reasonably likely to have a Material Adverse Effect; (ii) The Pledgor shall be entitled to each of the Pledgors may receive and retain any and all dividends and dividends, interest paid, or other distributions paid in respect of the Pledged CollateralCollateral to the extent permitted by the Financing Agreement; provided, however, that any and all: 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, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, together with any dividend, interest or other distribution or payment which at the time of such payment was not permitted by the Financing Agreement, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Agent, to hold as as, Pledged Collateral and shall, if received by any of the PledgorPledgors, be received in trust for the benefit of the PledgeeAgent, shall be segregated from the other property or funds of the PledgorPledgors, and shall be forthwith delivered to the Pledgee Agent in the exact form received with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent as Pledged Collateral in and as further collateral security for the same form as so received (with any necessary endorsement).Obligations under the terms of the Loan Documents; and (iii) The Pledgee shall the Agent will execute and deliver (or cause to be executed and delivered) to the a Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (iSection 7(a)(i) above hereof and to receive the dividends or dividends, interest payments and/or other distributions which he it is authorized to receive and retain pursuant to paragraph (iiSection 7(a)(ii) abovehereof. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All all rights of the each Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) hereof, and to receive the dividends dividends, distributions, interest and interest other payments which he that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) hereof, shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; (ii) All dividends the Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Agent (or its designee) and may collect any and all moneys due or to become due to any Pledgor in respect of the Pledged Debt, and each of the Pledgors hereby authorizes each such debtor to make such payment directly to the Agent (or its designee) without any duty of inquiry; (iii) without limiting the generality of the foregoing, the Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right, privilege or option pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iv) all dividends, distributions, interest and other payments which that are received by any of the Pledgor Pledgors contrary to the provisions of paragraph (iSection 7(b)(i) of this Section 6(b) hereof shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the Pledgor Pledgors, and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued indorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, by the Agent as Pledged Collateral and shall be deemed to be part of, as further collateral security for the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderObligations.

Voting Rights; Dividends; Etc. in Respect of the Pledged Collateral. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The each Pledgor shall be entitled to may exercise any and all voting and other consensual rights pertaining to the any Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Financing Agreement or the Notes.other Loan Documents; provided, however, that (A) none of the Pledgors will exercise or refrain from exercising any such right, as the case may be, if the Agent gives it notice that, in the Agent's judgment, such action (or inaction) could reasonably be expected to have a Material Adverse Effect and (B) each Pledgor will give the Agent at least 5 Business Days' notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right which could reasonably be expected to have a Material Adverse Effect; (ii) The Pledgor shall be entitled to each of the Pledgors may receive and retain any and all dividends and dividends, interest paid, payments or other distributions paid in respect of the Pledged CollateralCollateral to the extent permitted by the Financing Agreement; provided, however, that any and all: 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, of or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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-in surplus; and , and (C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, together with any dividend, interest payment or other distribution, in each case, which at the time of such dividend, interest payment or other distribution was not permitted by the Financing Agreement, shall be, at the option and request of the Pledge, shall forthwith be delivered to the Pledgee Agent to hold as as, Pledged Collateral and shall, if received by any of the PledgorPledgors, be received in trust for the benefit of the PledgeeAgent, shall be segregated from the other property or funds of the PledgorPledgors, and shall be forthwith delivered to the Pledgee Agent in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent as Pledged Collateral in and as further collateral security for the same form as so received (with any necessary endorsement).Obligations; and (iii) The Pledgee shall the Agent will execute and deliver (or cause to be executed and delivered) to the a Pledgor all such proxies and other instruments as the such Pledgor may reasonably request for the purpose of enabling the such Pledgor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (iSection 7(a)(i) above hereof and to receive the dividends or dividends, interest payments and/or other distributions which he it is authorized to receive and retain pursuant to paragraph (iiSection 7(a)(ii) abovehereof. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgeesubject to any applicable law: (i) All all rights of the each Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) hereof, and to receive the dividends dividends, distributions, interest and interest other payments which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) hereof, shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments.; (ii) All dividends the Agent is authorized to notify each debtor with respect to the Pledged Debt to make payment directly to the Agent and may collect any and all moneys due or to become due to any Pledgor in respect of the Pledged Debt, and each of the Pledgors hereby authorizes each such debtor to make such payment directly to the Agent without any duty of inquiry; (iii) without limiting the generality of the foregoing, the Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right, privilege or option pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iv) all dividends, distributions, interest and other payments which are received by any of the Pledgor Pledgors contrary to the provisions of paragraph (iSection 7(b)(i) of this Section 6(b) hereof shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the Pledgor Pledgors, and shall be forthwith paid over to the Pledgee and Agent as Pledged Collateral in the same exact form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued endorsement and/or appropriate stock powers duly executed in connection with the Pledged Collateralblank, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, by the Agent as Pledged Collateral and shall be deemed to be part of, as further collateral security for the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderObligations.

Voting Rights; Dividends; Etc. (a) So During the term of this Agreement ------------------------------ and as long as no breach of agreement, representation, warranty or obligation of Pledgor or other event of default, under this Loan Agreement or the Note (an "Event of Default under the Notes Default"), shall have occurred and be continuingcontinuing beyond any applicable cure period: (ia) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (iib) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Collateral; Shares provided, however, that any and all: (Ai) dividends and interest distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Shares, (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus; , and (Ciii) cash paidpaid with respect to, payable or otherwise distributed in respect of principal of, or in on redemption of, or in exchange for, any Pledged CollateralShares, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee Lender to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (iiic) The Pledgee Lender 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 those voting and other rights which he it is entitled to exercise pursuant to paragraph (i6(a) above and to receive the those dividends or interest payments distributions which he it is authorized to receive and retain pursuant to paragraph (ii6(b) above. (bd) Upon the occurrence and during the continuance of If an Event of Default shall have occurred and be continuing and any amounts shall be due and payable (whether by acceleration, maturity, or otherwise) under any of the NotesObligations, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) this paragraph 6 and to receive the dividends and interest payments distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultthis paragraph shall, at Lender's option, cease, and all such rights shall shall, at Lender's option, thereupon become vested in the Pledgee who Lender so long as an Event of Default shall continue, and Lender shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesAgreement. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged Collateral; , provided, however, that any and all: (A) dividends and interest distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);and (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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee Lender 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 purposes of enabling the Pledgor to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he distributions that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of PledgeeDefault: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) shall, upon notice to the Pledgor by the Lender, cease and (y) to receive the dividends and interest payments distributions which he it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee Lender 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 paymentsdistributions. (ii) All dividends and interest payments distributions which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the PledgeeLender, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (ciii) In The Lender, in its sole and absolute discretion, shall either (x) apply in any manner any Pledged Collateral consisting of cash received by or on behalf of the even that during Lender under this Section 6(b) to the term payment of this Agreement subscription warrants principal of and interest on the Bridge Note and other obligations hereunder and under the Bridge Note or other rights or options shall be issued (y) deposit and hold such Pledged Collateral consisting of cash in connection with the Debt Service Reserve Account as additional Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing:continuing and the Noteholders have not delivered the notice specified in Section 7(b): (i) The Pledgor USA shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Guaranty Agreement or the Notesother Transaction Documents. (ii) The Pledgor USA shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; Collateral to the extent, and only to the extent, such dividends are permitted under the Note Agreement, provided, however, that any and all: 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 Collateral (whether resulting from a subdivisionCollateral, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (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 , and (Cc) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Noteholders to hold as as, Pledged Collateral and shall, if received by the PledgorUSA, be received in trust for the benefit of the PledgeeNoteholders, be segregated from the other property or funds of the PledgorUSA, and be forthwith delivered to the Pledgee Noteholders as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election option of Pledgeethe Noteholders exercised in a writing sent to USA: (i) All rights of the Pledgor USA to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(i) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Noteholders shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of USA to receive the dividends which it would otherwise be entitled to receive and retain pursuant to Section 7(a)(ii) shall cease, and the Noteholders shall thereupon have the right to receive and hold as Pledged Collateral such dividends and interest paymentsdividends. (iiiii) All dividends and interest dividend payments which are received by the Pledgor USA contrary to the provisions of paragraph (iii) of this Section 6(b7(b) shall be received in trust for the benefit of the PledgeeNoteholders, shall be segregated from other funds of the Pledgor USA and shall be forthwith paid over to the Pledgee and Noteholders as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (aA) So long as no In the absence of the occurrence of an Event of Default. In the absence of the occurrence and continuation of an Event of Default under the Notes shall have occurred and be continuing(as defined in Section 8): (i) The Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement (including Section 4) or any agreement giving rise to any of the Notes.Secured Obligations; provided, subject to clause (iii) hereof, that the Pledgor shall not exercise, or refrain from exercising, any such right or power if any such action would have a material adverse effect on the value of such Pledged Securities or any part thereof; (ii) The Pledgor shall be entitled have the right to receive cash dividends declared and retain any paid with respect to the Pledged Securities. CoBank agrees that all such permitted cash dividends shall be received by the Pledgor free and clear of the security interests granted to CoBank hereunder. (iii) Any and all dividends and interest paidstock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of the Pledged Collateral; providedSecurities, 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 Collateral (whether resulting from an increase or reduction of capital, a subdivision, combination or reclassification of the outstanding capital stock of the Companyany corporation, capital stock of which is pledged hereunder, or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition acquisition, spin-off, split-off or other exchange of assets or securities to which the Company may be a partyoptions, warrants, or any conversionrights, call or redemption, or otherwise); (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 ofwhether as an addition to, or in redemption of, substitution or in exchange for, any of the Pledged Collateral, shall beor otherwise, at or dividends, distributions, or other exchange of assets on the option and request liquidation, whether voluntary or involuntary, of any issuer of the PledgePledged Securities, forthwith delivered to or otherwise, shall be and become part of the Pledgee to hold as Pledged Collateral and shallpledged hereunder and, if received by the Pledgor, be received then the Pledgor shall accept the same as CoBank's agent, in trust for CoBank, and shall deliver them forthwith to CoBank in the benefit exact form received with, as applicable, the Pledgor's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by CoBank, subject to the terms hereof, as part of the Pledgee, be segregated from the other property or funds of Pledged Collateral; and Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743 (iv) CoBank shall promptly execute and deliver to the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) The Pledgee shall execute and deliver (or cause to be executed and delivered) delivered to the Pledgor Pledgor, as appropriate, all such proxies proxies, powers of attorney, dividend orders and other instruments as the Pledgor reasonably may reasonably request for the purpose of enabling the Pledgor to exercise the voting and/or consensual rights and other rights powers which he the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (iiA)(i) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes (as defined below) shall have occurred and be continuing: (i) The Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of any of the agreements governing the Underlying Debt secured hereby from time to time in effect (including without limitation the Senior Note Indenture and the New Credit Facility). It is understood, however, that neither (A) the voting by Pledgors of any Pledged Shares for or Pledgors' 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) Pledgors' consent to or approval of any action otherwise permitted under each of the agreements governing the Underlying Debt secured hereby from time to time in effect (including without limitation the Senior Note Indenture and the New Credit Facility) shall be deemed inconsistent with the terms of any of the agreements governing the Underlying Debt secured hereby from time to time in effect (including without limitation and the Senior Note Indenture and the New Credit Facility) within the meaning of this Agreement Section 8(a)(i), and no notice of any such voting or the Notesconsent need be given to Collateral Agent. (ii) The Pledgor Pledgors shall be entitled to receive and retain retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid, paid in respect of the 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 (other than cash) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, except any Pledged Collateral, shall be, at the option and request of the Pledge, forthwith delivered distribution upon liquidation to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.another

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesNote Purchase Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, other distributions paid in respect of the Pledged Collateral; Collateral if and to the extent that the payment thereof is not otherwise prohibited by the terms of this Agreement or any of the other Note Purchase Documents, provided, however, that any and all: (A) dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Agent to hold as Pledged as, Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeAgent and the other Secured Parties, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment). (iii) The Pledgee Agent 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments and other distributions which he it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of If an Event of Default under the Notes, shall have occurred and at the election of Pledgeebe continuing: (i) All rights of the Pledgor (x) to exercise or refrain from exercising the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i7(a)(i) shall, upon notice to the Pledgor by the Agent, cease and (y) to receive the dividends and interest payments which he other distributions that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a)(ii) shall cease for the period subsequent to the Event of Defaultautomatically cease, and all such rights shall thereupon become vested in the Pledgee 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 paymentsother distributions. (ii) All dividends and interest payments which other distributions that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b7(b)(i) shall be received in trust for the benefit of the PledgeeAgent, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Agent as Collateral in the same form as so received (with any necessary endorsementindorsement or assignment). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default under the Notes shall have occurred under the Note, followed by the required Opportunity to Cure Non-Monetary Default and be continuing:election by Secured Party to recover Pledged Collateral in satisfaction of the Secured Obligations (the “Pledge Election”): (ia) The Pledgor Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesPledge Agreement. (iib) The Pledgor Debtor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that other than any and all: (Ai) 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (Bii) 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 (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, all of which shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee to hold Secured Party as Pledged Collateral and shall, if received by the PledgorDebtor, be received in trust for the benefit of the PledgeeSecured Party, be segregated from the other property or funds of the PledgorDebtor, and be forthwith delivered to the Pledgee Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement). (iiic) The Pledgee Secured Party shall execute and deliver (or cause to be executed and delivered) to the Pledgor Debtor all such proxies and other instruments as the Pledgor Debtor may reasonably request for the purpose of enabling the Pledgor Debtor to exercise the voting and other rights which he it is entitled to exercise pursuant to paragraph (ia) above and to receive the dividends or interest payments which he it is authorized to receive and retain pursuant to paragraph (iib) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Price Note Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notes. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, in respect of the Pledged CollateralPurchase Agreement; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any and all:such right if such action would have a material adverse effect on the value of the Price Note Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Agreement or the Purchase Agreement. (Ab) So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions of the Pledge Agreement, the Pledgor shall be entitled to receive, and to utilize (subject to the provisions of the Purchase Agreement) free and clear of the Lien of this Agreement, all cash dividends paid from time to time in respect of the Price Note Pledged Shares (other than the dividends described in Section 7(c)(ii) below). (c) Any and all (i) dividends, other distributions, interest and principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, and instruments and other property dividends permitted under Section 7(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Price Note Pledged Collateral Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) dividends and other distributions paid or payable in cash in respect of any Price Note Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; and , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Price Note Pledged Collateral, shall be, at the option and request of the Pledge, in each case be forthwith delivered to the Pledgee Price Note Collateral Agent to hold as Price Note Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeePrice Note Collateral Agent and the Holders, be segregated from the other property or and funds of the Pledgor, Pledgor and be forthwith delivered to the Pledgee Price Note Collateral Agent as Price Note Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (iiid) The Pledgee Price Note Collateral Agent 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 he that it is entitled to exercise pursuant to paragraph (iSections 7(a) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii7(b) above. (be) Upon the occurrence and during the continuance of an Event of Default under the NotesDefault, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii7(a) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee who Price Note Collateral Agent with respect to any Price Note Pledged Shares then in its possession (and with respect to any other Price Note Pledged Shares which the Price Note Collateral Agent then is entitled to possess pursuant to this Agreement), which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights rights, and (ii) all dividends payable in respect of such Price Note Pledged Collateral shall be paid to the Price Note Collateral Agent and the Pledgor's right to receive such cash payments pursuant to Sections 7(b) hereof shall immediately cease. The Price Note Collateral Agent acknowledges that following an Event of Default under the Debentures Pledge Agreement or the Senior Notes Pledge Agreement, the Debentures Collateral Agent and hold as the Senior Notes Collateral Agent, respectively, shall have the right to exercise voting rights with respect to Price Note Pledged Shares then in their respective possession (and with respect to any other Price Note Pledged Shares which the Debentures Collateral such dividends and interest paymentsAgent or the Senior Notes Collateral Agent then are entitled to possess pursuant to this Agreement). (iif) Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Price Note Collateral Agent all such proxies, dividend and interest payment orders and other instruments as the Price Note Collateral Agent may reasonably request for the purpose of enabling the Price Note Collateral Agent to exercise the voting and other rights that it is entitled to exercise, and receive the payments and distributions that it is entitled to receive, pursuant to Section 7(e) above. (g) All payments of interest, principal or premium and all dividends and interest payments which other distributions that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 7 shall be received in trust for the benefit of the PledgeePrice Note Collateral Agent and the Holders, shall be segregated from the other property or funds of the Pledgor and shall be forthwith paid over delivered to the Pledgee and Price Note Collateral Agent as Price Note Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In ; provided that any such payments pertaining to the even that during Debentures Pledged Collateral or the term of this Agreement subscription warrants or other rights or options Senior Notes Pledged Collateral instead shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor delivered to the Pledgee Debentures Collateral Agent or the Senior Notes Pledged Collateral Agent, for holding pursuant to Debentures Pledge Agreement and said stock warrantsthe Senior Notes Pledge Agreement, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderrespectively.

Voting Rights; Dividends; Etc. (a) So As long as no Event of Default under the Notes (as defined in Section 10) shall have occurred and be continuing:continuing and, in the case of Section 6(a)(i), as long as no notice thereof shall have been given by the Pledgee to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesNote; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action would have an adverse effect on the value of the Pledged Collateral or any part thereof. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, paid in respect of the Pledged Collateral; providedCollateral pledged by it hereunder, however, that other than 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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 of, or in redemption of, or in exchange for, any Pledged Collateral, all of which shall be, at the option and request all of the Pledge, which shall be forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). (iii) 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 he it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he 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 under the Notes, and at the election of Pledgeea Default: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease for upon notice from the period subsequent Pledgee to the Event of DefaultPledgor, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral or any part thereof, and Pledgee may exercise such powers in such manner as the Pledgee may elect, but the Pledgee shall have no duty to exercise any of the aforesaid right, privileges or options and shall not be responsible for any failure to do so or delay in doing so. (ii) All rights of the Pledgor to receive the dividends which it or he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest paymentsdividends. (iiiii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (iii) of this Section 6(b) 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 and as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) In order to permit the even that during Pledgee to exercise the term of this Agreement subscription warrants or voting and other rights or options shall which it may be issued entitled to exercise pursuant to Section 6(b)(i) above, and to receive all dividends and distributions which it may be entitled to receive under Section 6(b)(ii) above, the Pledgor shall, if necessary, upon written notice of the Pledgee, from time to time execute and deliver to the Pledgee appropriate proxies, dividend payment orders and other instruments as the Pledgee may reasonably request including, without limitation, the irrevocable proxies in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned form of Exhibit A hereto delivered by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to on the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunderdate hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have Note has occurred and be is continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notes.other Loan Documents; provided, however, that Pledgor will not be entitled to exercise any such right if such exercise could materially and adversely affect the rights inuring to a holder of the Pledged Shares or the rights and remedies of Lender under this Agreement or the ability of Lender to exercise the same; and (ii) The Pledgor shall be entitled to receive and retain any and all cash dividends and interest paidinterest, cash, instruments and other property paid in respect of the Pledged Collateral; provided, howeverto the extent and only to the extent that such are permitted by, and otherwise paid in accordance with, the terms and conditions of the Loan Documents and applicable laws, and provided 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);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, return 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 Collateral, and (D) other distributions made on or in respect of the Pledged CollateralShares, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company or received in exchange for Pledged Shares or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Company may be a party or otherwise, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Lender to hold as Pledged as, Collateral in accordance with Section 4 and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeLender, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or assignment) in accordance with Section 4. Notwithstanding the foregoing, Pledgor shall be entitled to retain and not deliver to Lender (x) cash in an aggregate amount not to exceed $840,000 received by Pledgor pursuant to the Merger Agreement upon the closing of the transactions described therein and proceeds from the sale or winding-up of GN Comtext S.r.L., subject to the requirements set forth in Section (1)(d)(i) of the Note; and (y) promissory notes in an aggregate principal amount not to exceed $9,200,000 received by Pledgor pursuant to the Merger Agreement upon the closing of the transactions described therein; provided that Pledgor receives at least 15,750,000 shares of Xxxx.xxx common stock upon such closing, all of which stock and any other proceeds not referenced in clauses (x) or (y) above shall be forthwith delivered to Lender to hold as Collateral in accordance with Section 4 and shall, if received by Pledgor, be received in trust for the benefit of Lender, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsement or assignment) in accordance with Section 4. (b) In the event that an Event of Default under the Note shall have occurred and be continuing: (i) All rights of Pledgor with respect to the Pledged Shares to exercise or refrain from exercising the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 7(a)(i), and to receive the cash dividends, interest, cash, instruments and other property which he 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 Lender, 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 Collateral such cash dividends and interest payments; and (ii) All dividends and interest payments received by Pledgor contrary to Section 7(b)(i) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Collateral in the same form as so received (with any necessary endorsement or assignment). (iiic) The Pledgee Pledgor shall execute and deliver (or cause to be executed and delivered) to the Pledgor Lender all such proxies and other instruments as the Pledgor Lender may reasonably request for the purpose of enabling the Pledgor Lender to exercise the voting and other rights which he is entitled to exercise pursuant to paragraph (iSection 7(b)(i) above and to receive the cash dividends or interest payments which that he is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(iSections 7(a)(ii) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 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 and Pledged Collateral in the same form as so received (with any necessary endorsement7(b)(ii). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under Subject to Section 6(d), the Notes shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Securities or any other securities that become part of the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the NotesCredit Agreement; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right if such action could reasonably be expected to have a material adverse effect on the value of the Collateral or any material part thereof. (iib) The Subject to Section 6(e), the Pledgor shall be entitled to receive receive, retain, and retain use in any manner not prohibited by the Credit Agreement any and all distributions or dividends and interest paid, paid in respect of the Pledged Collateral; provided, however, that any and all: (Ai) distributions or 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 Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise);Collateral, (Bii) 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 (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, shall be forthwith delivered to the Pledgee Bank to hold as Pledged as, Collateral (for the ratable benefit of the Lenders) and shall, if received by the Pledgor, be received in trust for the benefit of the PledgeeBank (for the ratable benefit of the Lenders), be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee Bank as Pledged Collateral (for the ratable benefit of the Lenders) in the same form as so received (with any necessary endorsementendorsement or assignment). The Pledgor shall, upon request by the Bank, promptly execute all such documents and do all such acts as may be necessary or desirable to give effect to the provisions of this Section 6(b). (iiic) The Pledgee Bank 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 he that the Pledgor is entitled to exercise pursuant to paragraph (iSection 6(a) above and to receive the dividends or interest payments which he that the Pledgor is authorized to receive and retain pursuant to paragraph (ii) aboveSection 6(b). (bd) Upon the occurrence and during the continuance of an any Event of Default under Default, the NotesBank shall have the right in its sole discretion, and at the election of Pledgee: (i) All Pledgor shall execute and deliver all such proxies and other instruments as may be necessary or appropriate to give effect to such right, to terminate all rights of the Pledgor to exercise or refrain from exercising the voting and other consensual rights which he that the Pledgor would otherwise be entitled to exercise pursuant to Section 6(a)(i6(a), and all such rights shall thereupon become vested in the Bank (for the ratable benefit of the Lenders) who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; provided, however, that the Bank shall not be deemed to possess or have control over any voting rights with respect to any Collateral unless and until the Bank has given written notice to the Pledgor that any further exercise of such voting rights by the Pledgor is prohibited and that the Bank and/or its assigns will henceforth exercise such voting rights; and provided, further, that neither the registration of any item of Collateral in the Bank’s name nor the exercise of any voting rights with respect thereto shall be deemed to constitute a retention by the Bank of any such Collateral in satisfaction of the Obligations or any part thereof. (e) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of the Pledgor to receive the distributions and dividends and interest payments which he that the Pledgor would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii6(b) shall cease for the period subsequent to the Event of Defaultcease, and all such rights shall thereupon become vested in the Pledgee Bank (for the ratable benefit of the Lenders) who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold such distributions and dividends as Pledged Collateral such dividends and interest payments.Collateral, and (ii) All all payments of distributions and dividends and interest payments which that are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b6(e) shall be received in trust for the benefit of the PledgeeBank (for the ratable benefit of the Lenders), shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Pledgee and Pledged Bank as Collateral (for the ratable benefit of the Lenders) in the same form as so received (with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So 6.1 During the term of this Agreement, and as long as no Event of Default under the Notes shall have occurred and be is continuing: (ia) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for thereof; PROVIDED, HOWEVER, no vote shall be cast or any purpose not consent, waiver or ratification given or any action taken which would violate or be inconsistent with the terms of this Agreement, the Loan Agreement or any other instrument or agreement referred to therein or herein, or which could have the Noteseffect of impairing the value of the Collateral or any part thereof or the position or interest of Pledgee therein. (iib) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, distributions paid in respect of the Pledged CollateralShares not otherwise prohibited by the Loan Agreement; providedPROVIDED, howeverHOWEVER, that any and all: (Ai) dividends and interest distributions paid or payable other than in cash in respect of, and any and all additional Shares or instruments and or other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise)Shares; (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution dissolution, merger, consolidation of the Company, or in connection with a reduction any exchange of capitalstock, capital surplus conveyance of assets, or paid-in-surplussimilar corporate reorganization; and (Ciii) cash paidpaid with respect to, payable payable, or otherwise distributed in respect of principal of, or in on redemption of, or in exchange for, any Pledged CollateralShares, shall be, at the option and request of the Pledge, be forthwith delivered to the Pledgee to hold as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Pledgee, be segregated from the other property or funds of the Pledgor, and be forthwith delivered to the Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement), and, if deemed appropriate by Pledgee, Pledgor shall take such actions, including the actions described in Section 2, as Pledgee may require. (iii) 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 he is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (ii) above. (b) 6.2 Upon the occurrence and during the continuance of an Event of Default or if any amounts shall be due and payable (whether by acceleration, maturity, or otherwise) under any of the NotesSecured Obligations, and at the election of Pledgee: (i) All all rights of the Pledgor to exercise the voting and other consensual rights which he that it would otherwise be entitled to exercise pursuant to Section 6(a)(i6.1(a) and to receive the dividends and interest payments which he distributions that it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii5.1(b) shall cease for the period subsequent to the Event of Defaultshall, at Pledgee's option, cease, and all such rights shall shall, at Pledgee's option, thereupon become vested in the Pledgee, and Pledgee who shall shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest . Any payments which are received by the Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 6.2 shall be received held in trust by Pledgor for the benefit of the Pledgee, shall be segregated from other funds of the Pledgor Pledgor, and shall be forthwith promptly paid over to the Pledgee and Pledged Collateral in the same form as so received (Pledgee, with any necessary endorsement). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default under the Notes shall have occurred and be continuing: (i) The , each Sponsor Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or the Pledged Partnership Interests or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Notes. (ii) The Pledgor shall be entitled to receive and retain any and all dividends and interest paid, in respect of the Pledged CollateralIndenture; provided, however, that such Sponsor Pledgor shall not exercise or shall refrain from exercising any and all: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 Indenture. (Ab) So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions of the Indenture, each Sponsor Pledgor shall be entitled to receive, and to utilize (subject to the provisions of the Indenture) free and clear of the Lien of this Agreement, all regular and ordinary cash dividends paid from time to time in respect of the Pledged Shares and the Pledged Partnership Interests. (c) Any and all (i) dividends, other distributions, interest and principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, interest payments permitted under Section 6(b) hereof and instruments and other property cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral Collateral, (whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Company, or any merger, consolidation, acquisition or other exchange of assets or securities to which the Company may be a party, or any conversion, call or redemption, or otherwise); (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares or the Pledged Partnership 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 , and (Ciii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral, shall be, at the option and request of the Pledge, in each case be forthwith delivered to the Pledgee Collateral Agent to hold as Pledged Collateral and shall, if received by the a Sponsor Pledgor, be received in trust for the benefit of the PledgeeCollateral Agent, the Trustee and the Holders of Bonds, be segregated from the other property or and funds of the Pledgor, such Sponsor Pledgor and be forthwith delivered to the Pledgee Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (iiid) The Pledgee Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Sponsor Pledgor all such proxies and other instruments as such Sponsor Pledgor may reasonably request for the purpose of enabling such Sponsor Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 6(a) through 6(c) above. (e) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of each Sponsor Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6(a) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights, and (ii) all cash interest payments and dividends and other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent and each Sponsor Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease. (f) Upon the occurrence and during the continuance of an Event of Default, each Sponsor Pledgor shall execute and deliver (or cause to be executed and delivered) to the Pledgor Collateral Agent all such proxies proxies, dividend and interest payment orders and other instruments as the Pledgor Collateral Agent may reasonably request for the purpose of enabling the Pledgor Collateral Agent to exercise the voting and other rights which he that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which he is authorized to receive and retain pursuant to paragraph (iiSection 6(f) above. (b) Upon the occurrence and during the continuance of an Event of Default under the Notes, and at the election of Pledgee: (ig) All rights payments of the Pledgor to exercise the voting interest, principal or premium and all dividends and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the dividends and interest payments which he would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease for the period subsequent to the Event of Default, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Collateral such dividends and interest payments. (ii) All dividends and interest payments which distributions that are received by the a Sponsor Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) 6 shall be received in trust for the benefit of the PledgeeCollateral Agent, the Trustee and the Holders, shall be segregated from the other property or funds of the such Sponsor Pledgor and shall be forthwith paid over delivered to the Pledgee and Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). (c) In the even that during the term of this Agreement subscription warrants or other rights or options shall be issued in connection with the Pledged Collateral, all such stock warrants, rights and options shall forthwith be assigned by the Pledgor to the Pledgee and said stock warrants, rights and options shall be, and, to the extent exercised by Pledgor, all new stock issued pursuant thereto shall be pledged by Pledgor to Pledgee to be held as, and shall be deemed to be part of, the "Pledged Collateral" under the terms of this Agreement in the same manner as the shares of stock originally pledged hereunder.