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

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueCollateral Agent, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Collateral Agent has notified such Grantor the Pledgor of the Lender’s Collateral Agent's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) IV.4.1 After any Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an IV.4.2 After any Event of Default shall have occurred and so long as be continuing and the Lender has notified such Grantor the Pledgor of the Lender’s 's intention to exercise its voting power under this clause,Section 4.4.2 (ia) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; other Collateral, and (iiib) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b)Section 4.4.2, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willshall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would cause an Event of Default, impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor thereof by the LenderPledgor, so long as such Event of Default the Pledgor shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent, without any request therefor by the Administrative Agent, all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Pledged Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Pledged Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.4. ----------- (b) immediately upon the occurrence and during the continuance of an If any Event of Default shall have occurred and so long as be continuing, and the Lender has Administrative Agent shall have notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power right under this clause, (iSection 4.4(b) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe -------------- Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of Capital Stock constituting Collateral and such Grantor hereby grants Pledged Collateral, the Lender Pledgor shall grant the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; and (iii) to other Pledged Collateral and shall promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to effectively exercise such voting power. . (c) All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an any Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall -------------- have the exclusive voting power with respect to any Investment Property shares of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided provided, however, that no vote shall be cast, or consent, -------- ------- waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor Pledgor agrees: (a) after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender thereof by such Pledgor and without any request therefor by the LenderPledgee, so long as such Event of Default shall continue, to Pledgor will deliver (properly endorsed where required hereby or requested by the LenderPledgee) to the Lender Pledgee all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Pledgee as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4 hereof; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Pledgee has notified such Grantor any Pledgor of the LenderPledgee’s intention to exercise its voting power under this clause,Section 4.1.5: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Pledgee may exercise (to the exclusion of such Grantoreach Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and such Grantor each Pledgor hereby grants the Lender Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iiiii) to promptly deliver to the Lender Pledgee such additional proxies and other documents requested by the Pledgee as may be necessary to allow the Lender Pledgee to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that which may at any time and from time to time be held by such Grantor, any Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderPledgee, shall, until delivery to the LenderPledgee, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderPledgee. The Lender Pledgee agrees that unless an Event of Default shall have occurred and be continuing and the Lender Pledgee shall have given the notice referred to in clause (b), such Grantor will Pledgor shall have the exclusive voting power with respect to any Investment Property shares of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willPledgee shall, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor any Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement, any other Loan DocumentDocument or any Interest Rate Hedging Agreement.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the LenderPledgee, so long as such Event of Default shall continue, to Pledgor will deliver (properly endorsed where required hereby or requested by the LenderPledgee) to the Lender Pledgee all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Pledgee as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4 hereof; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Pledgee has notified such Grantor the Pledgor of the LenderPledgee’s intention to exercise its voting power under this clause,Section 4.1.5: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Pledgee may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and such Grantor the Pledgor hereby grants the Lender Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iiiii) to promptly deliver to the Lender Pledgee such additional proxies and other documents requested by the Pledgee as may be necessary to allow the Lender Pledgee to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderPledgee, shall, until delivery to the LenderPledgee, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderPledgee. The Lender Pledgee agrees that unless an Event of Default shall have occurred and be continuing and the Lender Pledgee shall have given the notice referred to in clause (b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willPledgee shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement, any other Loan DocumentDocument or any Interest Rate Hedging Agreement.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any upon request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyProperty constituting Collateral, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the such Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderCollateral Agent, so long as such Event of Specified Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately with respect to Collateral consisting of general partnership interests or limited liability company interests, to promptly modify its Organization Documents to admit the Collateral Agent as a general partner or member, as applicable, promptly upon the occurrence and during the continuance of an Event of Default and so long as the Lender Collateral Agent has notified such Grantor of the LenderCollateral Agent’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iiiii) to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Collateral Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Secured Party and without any request therefor by the LenderSecured Party, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderSecured Party) to the Lender Secured Party all dividends Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Secured Party as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender Secured Party as a general partner or member, as applicable;, immediately upon the occurrence and continuance of an Event of Default and so long as the Secured Party has notified such Grantor of the Secured Party’s intention to exercise its voting power under this clause, (iii) that the Lender Secured Party may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender Secured Party an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iiiii) to promptly deliver to the Lender Secured Party such additional proxies and other documents as may be necessary to allow the Lender Secured Party to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such any Grantor, but which such Grantor is then obligated to deliver to the LenderSecured Party, shall, until delivery to the LenderSecured Party, be held by such Grantor separate and apart from its other property in trust for the LenderSecured Party. The Lender Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Lender Secured Party shall have given the notice referred to in clause (b), such Grantor the Grantors will have the exclusive voting power with respect to any of their Investment Property constituting Collateral and the Lender Secured Party will, upon the written request of such a Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such any Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender has notified such Grantor the Pledgor of the Lender’s 's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willshall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice of the occurrence and continuance of an after any Event of Default from shall exist and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter Collateral received by the Pledgor after such GrantorEvent of Default, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall exist and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the LenderAgent’s intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor General Intangibles or other membership interest or partnership interests constituting Collateral and the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares, General Intangibles and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, a Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property ownership interest (including any General Intangible or any of the Pledged Shares) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any ownership interest (including any General Intangible or any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment Property, ; all interest, principal, other cash payments on Payment Intangibles, ; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each The Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any upon request therefor by the LenderAdministrative Agent (although no such request shall be required if an Event of Default under Section 8.1.9 of the Credit Agreement has occurred and is continuing), so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, other cash payments on Payment Intangiblespayment intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such the Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such the Grantor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such the Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral and such the Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Grantor but which such the Grantor is then obligated to deliver to the LenderAdministrative Agent pursuant to the terms of this Security Agreement, shall, until delivery to the LenderAdministrative Agent, be held by such the Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such the Grantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Administrative Agent will, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such the Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor thereof by the Lendereach Pledgor, so long as such Event of Default each Pledgor shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent, without any request herefore by the Administrative Agent, all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Pledged Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Pledged Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.4. (b) immediately upon the occurrence and during the continuance of an If any Event of Default shall have occurred and so long as be continuing, and the Lender has Administrative Agent shall have notified such Grantor each Pledgor of the LenderAdministrative Agent’s intention to exercise its voting power right under this clause, (iSection 4.4(b) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such GrantorPledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor Pledged Shares, each Pledgor hereby grants to the Lender Administrative Agent, effective upon the giving of such notice and without the execution or delivery of any other documents, an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Pledged Collateral; and (iii) to provided that, at the request of the Administrative Agent, and without affecting the intent that the proxy granted herein shall be effective without the execution or delivery of any additional documents, each Pledgor shall promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be deemed by the Administrative Agent to be necessary or advisable to allow the Lender Administrative Agent to effectively exercise such voting power. . (c) All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, each Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, pursuant to Section 4.4(a) above, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an any Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will each Pledgor shall have the exclusive voting power with respect to any Investment Property Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorany Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting powerpower with respect to any such share of Equity Interests (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any upon written request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, ; all interest, principal, other cash payments on Payment Intangibles, ; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseclause (b), (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender Administrative Agent as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b)) above, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice of the occurrence and continuance of an after any Event of Default from shall exist and be continuing, promptly upon receipt thereof by the Lender relevant Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter Collateral received by the Pledgor after such GrantorEvent of Default, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall exist and so long as be continuing and the Lender Agent has notified such Grantor a Pledgor of the LenderAgent’s intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantoreach Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor General Intangibles or other membership interest or partnership interests constituting Collateral and each Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares, General Intangibles and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, a Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will each Pledgor shall have the exclusive voting power with respect to any Investment Property ownership interest (including any General Intangible or any of the Pledged Shares) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantora Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting powerpower with respect to any ownership interest (including any General Intangible or any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor a Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any upon request therefor by the LenderAdministrative Agent (although no such request shall be required if an Event of Default under Section 8.1.9 of the Credit Agreement has occurred and is continuing), so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, other cash payments on Payment Intangiblespayment intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent pursuant to the terms of this Security Agreement, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) after any Default of the nature referred to in Section 8.1.9 of the Credit Agreement or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section 4.5(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.5(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor Pledgor agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature set forth in Section 8.1.9 of an the Credit Agreement or Event of Default from the Lender shall have occurred and be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, Collateral (in each case thereafter received other than as permitted by such Grantorclauses (a) and (b) of Section 7.2.6 of the Credit Agreement), all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSections 6.3 and 6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such GrantorPledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of capital stock or other ownership interests constituting Collateral and such Grantor Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, each Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent for the benefit of the Lenders. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will each Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting powerpower with respect to any such share of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor Pledgor that would materially impair any such Collateral or be materially inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender Lender, subject to the Intercreditor Agreement, all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangiblespayment intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and; (bii) immediately that, with respect to Pledged Property or any other Collateral consisting of general partner interests, limited partnership interests or limited liability company interests, subject to the Intercreditor Agreement, promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Lender and so long of the Lender’s intention to exercise its voting power under Section 4.1(e)(iii) such Grantor shall modify the applicable organic documents to admit the Lender as a general partner, limited partner or member, as applicable; and (iii) if an Event of Default shall have occurred and be continuing and the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause,Section 4.1(e)(iii), subject to the Intercreditor Agreement, 14 Pledge and Security Agreement and Irrevocable Proxy (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Capital Securities constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral; SUBJECT TO THE INTERCREDITOR AGREEMENT AND EACH GRANTOR HEREBY GRANTS THE LENDER AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (bSection 4.1(e), such Grantor will shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Capital Securities (including any of the Pledged Shares) constituting Collateral and the Collateral. The Lender willshall, upon the written request of such Grantor, promptly deliver deliver, or cause to be delivered, such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Capital Securities (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Documentthe Note or this Security Agreement.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the CollateralPledged Property, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; andCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bthis Section 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor thereof by the LenderPledgor, so long as such Event of Default the Pledgor shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent, without any request therefor by the Administrative Agent, all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Pledged Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Pledged Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.4. ----------- (b) immediately upon the occurrence and during the continuance of an If any Event of Default shall have occurred and so long as be continuing, and the Lender has Administrative Agent shall have notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power right under this clause, (iSection 4.4(b) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantor-------------- the Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of Capital Stock constituting Collateral and such Grantor hereby grants Pledged Collateral, the Lender Pledgor shall grant the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; and (iii) to other Pledged Collateral and shall promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to effectively exercise such voting power. . (c) All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an any Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have -------------- the exclusive voting power with respect to any Investment Property shares of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise voting power with respect to any such share of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided, however, that voting power; provided that -------- ------- no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any upon request therefor by the LenderAdministrative Agent (although no such request shall be required if an Event of Default under Section 8.1.9 of the Credit Agreement has occurred and is continuing), so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, other cash payments on Payment Intangibles, principal and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantorthe Pledgor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral and such Grantor the Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles Distributions and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent pursuant to the terms of this Pledge and Security Agreement, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such Grantor the Pledgor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and; (bii) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) that, with respect to Pledged Property or any other Collateral consisting of general partner interests or limited liability company interests, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Administrative Agent and of the Administrative Agent’s intention to promptly exercise its voting power under Section 4.1(e)(iii) such Grantor shall modify its the applicable Organic Documents to admit the Lender Administrative Agent as a general partner or member, as applicable;; and (iiiii) that if an Event of Default shall have occurred and be continuing and the Lender Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this Section 4.1(e)(iii), (A) the Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Capital Securities constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyEACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Capital Securities (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Capital Securities (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the First Lien Credit Agreement or any other Loan DocumentDocument (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) 4.4.1 After any Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an 4.4.2 After any Event of Default shall have occurred and so long as be continuing and the Lender has notified such Grantor the Pledgor of the Lender’s 's intention to exercise its voting power under this clause,Section 4.4.2 (ia) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; other Collateral, and (iiib) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b)Section 4.4.2, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willshall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would cause an Event of Default, impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without upon any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance continuation of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderAdministrative Agent pursuant to this Section 4.1.15, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, Property constituting Collateral; all interest, principal, other cash payments on Payment Intangibles, ; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseclause (b), (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender Administrative Agent as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral Collateral, and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be are reasonably requested by Administrative Agent which are necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds constituting Collateral that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in this clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Notwithstanding the foregoing, the Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(iii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of a Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause Section 4.1 (be), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) If any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor thereof by the LenderPledgor, so long as such Event of Default the Pledgor shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent, without any request therefor by the Administrative Agent, all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Pledged Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Pledged Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.4. ----------- (b) immediately upon the occurrence and during the continuance of an If any Event of Default shall have occurred and so long as be continuing, and the Lender has Administrative Agent shall have notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power right under this clause, (iSection 4.4(b) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe -------------- Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of Capital Stock constituting Collateral and such Grantor hereby grants Pledged Collateral, the Lender Pledgor shall grant the Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; and (iii) to other Pledged Collateral and shall promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to effectively exercise such voting power. . (c) All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an any Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the -------------- exclusive voting power with respect to any Investment Property shares of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock (including, without limitation, any of the Pledged Shares) constituting Pledged Collateral; provided provided, however, that no vote shall be cast, or consent, -------- ------- waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agreesagrees promptly upon receipt of notice from the Administrative Agent of the Administrative Agent’s or Collateral Agent’s intent to seek remedies under this Section 4.1.5 after the occurrence and continuance of a Specified Default: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Specified Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Collateral Agent all dividends Dividends and Distributions with respect to Investment PropertyProperty constituting Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, upon the occurrence and continuance of a Specified Default and so long as the Collateral Agent has notified such Grantor of the Collateral Agent’s intention to promptly modify exercise its Organic Documents voting power (pursuant to admit the Lender as a general partner or member, as applicable;written direction of the Administrative Agent) under this clause, (iii) that the Lender Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iiiii) to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the Lenderbenefit of the Collateral Agent. The Lender Collateral Agent agrees that unless an Event of a Specified Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Collateral Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral (except to the extent expressly permitted by the Credit Agreement) or be inconsistent with or violate any provision of any Loan Document. After any and all Events of Default have been cured or waived, (i) each Grantor shall have the right to exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to this Section 4.1.5 and receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be authorized to receive and retain pursuant to this Section 4.1.5 and (ii) within ten Business Days after notice of such cure or waiver, the Collateral Agent shall repay and deliver to each Grantor all cash and monies that such Grantor is entitled to retain pursuant to this Section 4.1.5 which was not applied in repayment of the Secured Obligations.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and Collateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, PLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; AND (B) such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, shall promptly to vote such Investment Property; and (iii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Notwithstanding the foregoing, the Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, other cash payments on Payment Intangiblespayment intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and; (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its use commercially reasonable efforts to permit modifications to the respective Organic Documents to admit the Lender Administrative Agent, as a general partner or member, as applicable;respectively, immediately upon the occurrence and during the continuance of an Event of Default; and (iic) so long as the Administrative Agent has notified such Grantor of the Administrative Agent’s intention to exercise its voting power under this clause, (i) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.the

Voting Rights; Dividends; Etc. Each Grantor The Company agrees: (aA) upon receipt of notice Dividends and Distributions may be paid to the Company in respect of the occurrence and continuance Pledged Shares; provided, that the Company shall not pay any Dividends or Distributions in respect of an Event of Default from the Lender and without Company's capital stock; and (B) after any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by have occurred and be continuing and the Lender) to Trustee has notified the Lender all dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds Company of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s Trustee's intention to exercise its voting power under this clause,Section 4.4(B): (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Trustee may exercise (to the exclusion of such Grantorthe Company) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Company hereby grants the Lender Trustee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) the Company shall promptly to promptly deliver to the Lender Trustee such additional proxies and other documents as may be necessary to allow the Lender Trustee to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Company but which such Grantor the Company is then obligated to deliver to the LenderTrustee, shall, until delivery to the LenderTrustee, be held by such Grantor the Company separate and apart from its other property in trust for the LenderTrustee. The Lender Trustee agrees that unless an Insolvency Default or an Event of Default shall have occurred and be continuing and the Lender Trustee shall have given the notice referred to in clause (bSection 4.4(B), such Grantor will the Company shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willTrustee shall, upon the written request of such Grantorthe Company, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Company which are necessary to allow such Grantor the Company to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Company that would impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Transaction Document (including this Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) Promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Lender and without any request therefor by the LenderCollateral Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, principal and other cash payments on Payment IntangiblesIntercompany Notes, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately Immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender Collateral Agent has notified such Grantor of the LenderCollateral Agent’s intention to exercise its voting power under this clause,, such Grantor agrees: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Collateral Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral Collateral, and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. . (c) All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the Lender, Collateral Agent shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderNote Holders. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (b), such each Grantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Collateral Agent will, upon the written request of such each Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such each Grantor which are necessary to allow such each Grantor to exercise that voting power; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such each Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Notes Document.

Voting Rights; Dividends; Etc. Each Grantor The Guarantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment IntangiblesCollateral, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantorthe Guarantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance continuation of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor the Guarantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Guarantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor the Guarantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment PropertyCollateral; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles Distributions and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Guarantor but which such Grantor the Guarantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Guarantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such Grantor the Guarantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantorthe Guarantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Guarantor which are necessary to allow such Grantor the Guarantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Guarantor that would impair any such Collateral in any material respect or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause Section 4.1 (be), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature referred to in Section 8.1.9 of either Credit Agreement or an Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.3; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares (or other shares of capital stock constituting Collateral Collateral) or Pledged Membership Interests and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares or the Pledged Membership Interests and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (b)) of SECTION 4.4, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock or membership interests (including any of the Pledged Shares or Pledged Membership Interests) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock or membership interests (including any of the Pledged Shares or Pledged Membership Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature set forth in Section 8.1.9 of an the Credit Agreement or Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, Collateral (in each case thereafter received other than as permitted by such Grantorclauses (a) and (b) of Section 7.2.6 of the Credit Agreement), all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSections 6.3 and 6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of capital stock or other ownership interests constituting Collateral and such Grantor the Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be reasonably necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent for the benefit of the Lenders. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would materially impair any such Collateral or be materially inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor Pledgor agrees: (a) upon receipt of notice if any Default of the occurrence and continuance nature referred to in Section 8.1.9 of the Credit Agreement or an Event of Default from the Lender shall have occurred and be continuing, promptly upon receipt thereof by such Pledgor and without any request therefor therefore by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Dividends, Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an if any Event of Default shall have occurred and so long as be continuing and the Lender has Administrative Agent shall have notified such Grantor Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such GrantorPledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other Capital Securities constituting Collateral and such Grantor Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles Distributions and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, any Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b)this Section, such Grantor will each Pledgor have the exclusive power to exercise all voting power and other consensual rights with respect to any Investment Property Capital Securities(including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting powersuch powers with respect to any such share of Capital Securities (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor any Pledgor that would materially impair the value of any such Collateral or be inconsistent with or violate any provision of any the Loan DocumentDocuments.

Voting Rights; Dividends; Etc. Each The Grantor agrees: (a) after any Default of the nature referred to in Section 8.1.9 of the Credit Agreement or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Grantor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with clause (b) of Section 8.6 of the Credit Agreement6.1; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such the Grantor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section 4.2.5(b) (i) with respect subject to Collateral consisting of general partner interests or limited liability company interestsFCC approval, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such the Grantor) the voting power and all other incidental rights of ownership with respect to any Securities or other Investment Property constituting Collateral and such the Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment PropertySecurities and such other Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Grantor but which such the Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such the Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.2.5(b), such the Grantor will shall have the exclusive voting power with respect to any Investment Property Securities constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting powerpower with respect to any such Securities; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such the Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Security and Pledge Agreement).

Voting Rights; Dividends; Etc. Each Such Grantor agreesagrees that, subject to the restrictions on the obligation to deliver certain Collateral to the Collateral Agent under this Pledge and Security Agreement: (a) after any Default of the nature referred to in clause (f) of Section 6.01 of the Indenture or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender thereof by such Grantor and without any request therefor by the Lender, so long as such Event of Default shall continueCollateral Agent, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except Collateral for payments made use in accordance with clause (b) of Section 8.6 of the Credit Agreement6.1; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Collateral Agent has notified such Grantor of the LenderCollateral Agent’s intention to exercise its voting power under this clause,Section 4.2.5(b) (i) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property securities or other investment property constituting Collateral and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertysecurities and such other Collateral; and (iiiii) promptly to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (bSection 4.2.5(b), such Grantor will shall have the exclusive voting power with respect to any Investment Property securities constituting Collateral and the Lender willCollateral Agent shall, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such securities; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Related Document (including this Pledge and Security Agreement).

Voting Rights; Dividends; Etc. Each The Grantor agrees: (a) after any Default or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Grantor and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with clause (b) of Section 8.6 of the Credit Agreement6.1; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender has notified such the Grantor of the Lender’s 's intention to exercise its voting power under this clause,Section 4.4(b): (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such the Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral Securities and such the Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment PropertySecurities; and (iiiii) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Grantor but which such the Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such the Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (bSection 4.4(b), such the Grantor will shall have the exclusive voting power with respect to any Investment Property Securities constituting Collateral and the Lender willshall, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting powerpower with respect to any such Securities; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such the Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Collateral Agent and without any request therefor by the LenderCollateral Agent, so long as such Event of Default shall continue, subject to the rights and interests of the holders of any Senior Obligations, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends and Distributions with respect to Investment Property, all interest, principal, principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Collateral Agent has notified such Grantor of the LenderCollateral Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE COLLATERAL AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) to the Grantor shall promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Agent, subject to the rights and interests of the holders of any Senior Obligations. The Lender Collateral Agent agrees that unless an Event of a Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral. The Collateral and the Lender willAgent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Indenture Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Borrower agrees: (ai) promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Secured Party and without any request therefor by the LenderSecured Party, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderSecured Party) to the Lender Secured Party all dividends and Distributions distributions with respect to Investment PropertyProperty constituting Collateral, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds of the Collateral, in each case thereafter received by such Grantorthe Borrower, all of which shall be held by the Lender Secured Party as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately with respect to Collateral consisting of general partnership interests or limited liability company interests, to promptly modify its Organization Documents to admit the Secured Party as a general partner or member, as applicable, promptly upon the occurrence and during the continuance of an Event of Default and so long as the Lender Secured Party has notified such Grantor the Borrower of the LenderSecured Party’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (iiA) that the Lender Secured Party may exercise (to the exclusion of such Grantorthe Borrower) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor the Borrower hereby grants the Lender Secured Party an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iiiB) to promptly deliver to the Lender Secured Party such additional proxies and other documents as may be necessary to allow the Lender Secured Party to exercise such voting power. All dividends, Distributionsdistributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantorthe Borrower, but which such Grantor the Borrower is then obligated to deliver to the LenderSecured Party, shall, until delivery to the LenderSecured Party, be held by such Grantor the Borrower separate and apart from its other property in trust for the LenderSecured Party. The Lender Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Lender Secured Party shall have given the notice referred to in clause (bii), such Grantor the Borrower will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Secured Party will, upon the written request of such Grantorthe Borrower, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Borrower which are necessary to allow such Grantor the Borrower to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Borrower that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) IV.4.1 After any Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.4; and (b) immediately upon the occurrence and during the continuance of an IV.4.2 After any Event of Default shall have occurred and so long as be continuing and the Lender has notified such Grantor the Pledgor of the Lender’s 's intention to exercise its voting power under this clause,SECTION (ia) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Property; other Collateral, and (iiib) promptly to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b)SECTION 4.4.2, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willshall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would cause an Event of Default, impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees:: ----------------------------- (a) upon receipt of notice after any Default of the occurrence and continuance nature referred to in Section ------- 8.1.9 of either Credit Agreement or an Event of Default from shall have ----- occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor therefore by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.3 and ----------- (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the Lender’s Agent's intention to exercise its voting power under this clause,clause (b) of Section ------- 4.4 --- (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (b)) of Section 4.4, such Grantor will the Pledgor shall have the exclusive voting power ---------- ----------- with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Lender and without any request therefor by the LenderSecured Party, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderSecured Party) to the Lender Secured Party all dividends Dividends and Distributions with respect to Investment Propertyinvestment property (and, all interest, principalif applicable, other cash payments on Payment Intangibles, Equity Interests) constituting Collateral and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Secured Party as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately promptly upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, Default, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Secured Party may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property Collateral constituting Collateral all investment property (and, if applicable, other Equity Interests) and such Grantor hereby grants the Lender Secured Party an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyall investment property (and, if applicable, other Equity Interests); and and (iiiii) to that it shall promptly deliver to the Lender Secured Party such additional proxies and other documents as may be necessary to allow the Lender Secured Party to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderSecured Party, shall, until delivery to the LenderSecured Party, be held by such Grantor separate and apart from its other property in trust for the LenderSecured Party. The Lender Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b)continuing, such Grantor will have the exclusive voting power with respect to any Investment Property all investment property (and, if applicable, other Equity Interests) constituting Collateral and the Lender Secured Party will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, if any Applicable Subsidiary or other issuer of Equity Interests constituting Collateral is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then (i) all rights of Grantor in respect thereof to exercise the voting and other consensual rights which Grantor would otherwise be entitled to exercise with respect to the Equity Interests issued by such Person to Grantor shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights, but Secured Party shall, in accordance with Section 5.3 and to the fullest extent permitted by law, have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing and (ii) Grantor shall deliver (properly endorsed where required hereby or requested by the Secured Party) to Secured Party without any advance or contemporaneous notice or demand of any kind by the Secured Party to Grantor, all Dividends and Distributions with respect to the Equity Interests issued by such Person to Grantor.

Voting Rights; Dividends; Etc. Each Grantor The Borrower agrees: (a) promptly upon receipt of notice from the Collateral Agent of the occurrence and continuance of an a Specified Event of Default from the Lender and without any request therefor by the LenderCollateral Agent, so long as such Specified Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment IntangiblesCollateral consisting of Capital Stock, and all Proceeds of the Collateral, in each case thereafter received by such Grantorthe Borrower, all of which shall be held by the Lender Collateral Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, modifications to promptly modify its Organic Documents the respective partnership agreements or limited liability company agreements to admit the Lender Collateral Agent as a general partner or member, respectively, immediately upon the occurrence and continuance of a Specified Event and so long as applicable;the Collateral Agent has notified the Borrower of the Collateral Agent's intention to exercise its voting power under this clause, (iii) that the Lender Collateral Agent may exercise (to the exclusion of such Grantorthe Borrower) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral consisting of Capital Stock and such Grantor the Borrower hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment PropertyCapital Stock; and (iiiii) to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that which may at any time and from time to time be held by such Grantor, the Borrower but which such Grantor the Borrower is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor the Borrower separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an a Specified Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (b), such Grantor the Borrower will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Collateral Agent will, upon the written request of such Grantorthe Borrower, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Borrower which are necessary to allow such Grantor the Borrower to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Borrower that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Secured Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees:: ----------------------------- (a) upon receipt of notice of the occurrence and continuance of after any Default or an Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDistributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; andand ----------- (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the Lender’s Agent's intention to exercise its voting power under this clause,Section 4.4.(b) --------------- (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Pledged Interests or other Collateral and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Property; other Collateral, and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (bSection 4.4.(b), such Grantor will the --------------- Pledgor shall have the exclusive voting power with respect to any Investment Property Pledged Interests constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such Pledged Interests constituting Collateral; provided provided, however, that no vote shall be cast, or -------- ------- consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) after any Default of the nature referred to in Section 10.1.9 of the Credit Agreement or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueCanadian Agent, to deliver (properly endorsed where required hereby or requested by the LenderCanadian Agent) to the Lender Canadian Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Canadian Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Canadian Agent has notified such Grantor the Pledgor of the Lender’s Canadian Agent's intention to exercise its voting power under CLAUSE (B) of this clause,SECTION 4.4 (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Canadian Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of Capital Stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Canadian Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Canadian Agent such additional proxies and other documents as may be necessary to allow the Lender Canadian Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderCanadian Agent, shall, until delivery to the LenderCanadian Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderCanadian Agent. The Lender Canadian Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Canadian Agent shall have given the notice referred to in clause CLAUSE (b)B) of this SECTION 4.4, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of Capital Stock (including any of the Pledged Shares) constituting Collateral and the Lender willCanadian Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock (including any of the Pledged Shares) constituting Collateral; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of an a Specified Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Specified Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends Dividends and Distributions with respect to Investment Propertyinvestment property, all interest, principal, other cash payments on Payment Intangiblespayment intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately promptly upon receipt of notice of the occurrence and during the continuance of an a Specified Event of Default from the Administrative Agent and upon request therefor by the Administrative Agent, so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) Specified Event shall continue, with respect to Collateral consisting of general partner interests or limited liability company interests, cause modifications to promptly modify its the respective Organic Documents to admit the Lender Administrative Agent as a general partner or member, as applicable;respectively; and (iic) immediately upon the occurrence and continuance of a Specified Event and so long as the Administrative Agent has notified the Grantor of the Administrative Agent's intention to exercise its voting power under this clause, (i) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property investment property constituting Collateral and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and (iiiii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an a Specified Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause CLAUSE (b), such Grantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided PROVIDED that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agreesPledgor agrees if an Event of Default shall have occurred and be continuing: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continuePledgor shall, to promptly upon receipt thereof by Pledgor, deliver (properly endorsed indorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment Propertydistributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such GrantorPledged Membership Interests, all of which shall be held by the Lender as additional Collateral, except collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long at such times as the Lender has notified such Grantor Pledgors of the Lender’s intention to exercise its voting power under this clause,: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such GrantorPledgors) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral Pledged Membership Interests and such Grantor Pledgor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertythe Pledged Membership Interests; and (iiiii) to such Pledgor shall promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless until such time as an Event of Default shall have has occurred and be is continuing and the Lender shall have given the notice referred to in clause (b)) above, such Grantor will each Pledgor shall have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender willits Pledged Membership Interests; provided, upon the written request of such Grantorhowever, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken or any action not taken by such Grantor any Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of this Agreement, the Note or any other Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees:The Pledgor agrees that after any Event of Default shall have occurred and be continuing (subject always to Section 8.14 hereof in relation to any ULC Shares included within the Collateral): (a) it shall promptly, upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender and Pledgor and, without any request therefor by the LenderAgent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, all interest, principal, other cash payments on Payment IntangiblesDistributions, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement; and6.3; (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other interests constituting Collateral and such Grantor the Pledgor hereby grants to the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiic) to it shall promptly deliver to the Lender Agent such additional proxies and other documents as reasonably requested by the Agent that may be necessary necessary, in the opinion of the Agent, to allow the Lender Agent to realize such Dividends, Distributions or proceeds of Collateral or to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles Distributions and Proceeds that proceeds which may at any time time, and from time to time time, be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderLender Parties until delivery to the Agent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and continuing, the Lender Pledgor shall have given the notice referred to in clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property shares of capital stock and partnership units (including any of the Pledged Shares) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such shares of capital stock and partnership units (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would be prejudicial to the interests of the Lender Parties, impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement) or would have the intent of reducing in a material way the value of the Collateral as security for the Obligations or imposing any restriction on the transferability of any of the Collateral.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice of the occurrence and continuance of an after any Default or Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,SECTION 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSECTION 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Such Grantor agrees: (a) while any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender thereof by such Grantor and without any request therefor by the Lender, so long as such Event of Default shall continueCollateral Agent, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 CLAUSE (b) of the Credit AgreementSECTION 6.1; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Collateral Agent has notified such Grantor of the Lender’s Collateral Agent's intention to exercise its voting power under this clause,SECTION 4.2.5(b): (i) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Securities or other Investment Property constituting Collateral and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment PropertySecurities and such other Collateral; and (iiiii) promptly to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (bthis SECTION 4.2.5(b), such Grantor will shall have the exclusive voting power with respect to any Investment Property Securities constituting Collateral and the Lender willCollateral Agent shall, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Securities; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would materially impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Related Document (including this Pledge and Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature set forth in Section 8.1.9 of an the Credit Agreement or Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, Collateral (in each case thereafter received other than as permitted by such Grantorclauses (a) and (b) of Section 7.2.6 of the Credit Agreement), all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the Lender’s Agent's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of capital stock or other ownership interests constituting Collateral and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be reasonably necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent for the benefit of the Lenders. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would materially impair any such Collateral or be materially inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each The Grantor agrees: (a) promptly upon receipt of notice of the occurrence and continuance of a Specified Default or an Event of Default from the Lender Secured Party and without any request therefor by the LenderSecured Party, so long as such Specified Default or Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderSecured Party) to the Lender Secured Party all dividends Dividends and Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, investment property and all Proceeds proceeds of the Collateral, in each case thereafter received by such the Grantor, all of which shall be held by the Lender Secured Party as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of a Specified Default or an Event of Default and so long as the Lender Secured Party has notified such the Grantor of the LenderSecured Party’s intention to exercise its voting power under this clause, , the Grantor agrees (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Secured Party may exercise (to the exclusion of such the Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property the investment property constituting Collateral Collateral, and such the Grantor hereby grants the Lender Secured Party an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertyinvestment property; and and (iiiii) to promptly deliver to the Lender Secured Party such additional proxies and other documents as may be necessary to allow the Lender Secured Party to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Grantor but which such the Grantor is then obligated to deliver to the LenderSecured Party, shall, until delivery to the LenderSecured Party, be held by such the Grantor separate and apart from its other property in trust for the LenderSecured Party. The Lender Secured Party agrees that unless a Specified Default or an Event of Default shall have occurred and be continuing and the Lender Secured Party shall have given the notice referred to in this clause (b), such the Grantor will have the exclusive voting power with respect to any Investment Property investment property constituting Collateral and the Lender Secured Party will, upon the written request of such the Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such the Grantor which are necessary to allow such the Grantor to exercise that voting power; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such the Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature referred to in Section 8.1.9 of either Credit Agreement or an Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the Lender’s Agent's intention to exercise its voting power under this clause,CLAUSE (B) of SECTION (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares (or other shares of capital stock constituting Collateral Collateral) or Pledged Membership Interests and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares or the Pledged Membership Interests and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause CLAUSE (b)B) of SECTION 4.4, such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of capital stock or membership interests (including any of the Pledged Shares or Pledged Membership Interests) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock or membership interest (including any of the Pledged Shares or Pledged Membership Interests) constituting Collateral; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) upon receipt of notice if any Default of the occurrence and continuance nature referred to in Section 8.1.9 of the Credit Agreement or an Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor therefore by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Dividends, Distributions with respect to Investment Property, all interest, principal, other cash payments on Payment Intangibles, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4; and (b) immediately upon the occurrence and during the continuance of an if any Event of Default shall have occurred and so long as be continuing and the Lender has Administrative Agent shall have notified such Grantor the Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section: (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other Capital Securities constituting Collateral and such Grantor the Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles Distributions and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b)this Section, such Grantor will the Pledgor shall have the exclusive power to exercise all voting power and other consensual rights with respect to any Investment Property Capital Securities (including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powersuch powers with respect to any such Capital Securities (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor the Pledgor that would materially impair the value of any such Collateral or be inconsistent with or violate any provision of any the Loan DocumentDocuments.

Voting Rights; Dividends; Etc. Each Grantor Pledgor agrees: (a) : unless otherwise permitted by the Credit Agreement, after any Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender thereof by such Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of 6.4; and after any Default shall have occurred and be continuing and the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor Pledgor of the Lender’s Administrative Agent's intention to exercise its voting power under this clause, , (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral Pledged Interests and such Grantor each Pledgor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertythe Pledged Interests; and and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsExcept as otherwise permitted by the Credit Agreement, after any Default, all Dividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, each Pledgor but which such Grantor Pledgor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor Pledgor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of a Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (b), such Grantor will each Pledgor shall have the exclusive voting power with respect to any Investment Property constituting Collateral Pledged Interests and the Lender willAdministrative Agent shall, upon the written request of such GrantorPledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor Pledgor which are necessary to allow such Grantor Pledgor to exercise that voting power; provided power with respect to any such Pledged Interests provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken taken, by such Grantor Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment Property, ; all interest, principal, other cash payments on Payment Intangibles, ; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender has notified such Grantor of the Lender’s intention to exercise its voting power under this clauseclause (b), (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor separate and apart from its other property in trust for the Lender. The Lender agrees that unless an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b)) above, such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) to the Grantor shall promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of a Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests (including any of the Pledged Shares) constituting Collateral and the Lender willCollateral. The Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Borrower agrees: (a) upon receipt of notice of the occurrence and continuance of an after any Default or Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Borrower and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit AgreementSECTION 6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Borrower of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,SECTION 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Borrower) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Borrower hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Borrower but which such Grantor the Borrower is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Borrower separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSECTION 4.4(b), such Grantor will the Borrower shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Borrower, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Borrower which are necessary to allow such Grantor the Borrower to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided PROVIDED, HOWEVER, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Borrower that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees: (a) : after any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of thereof by the occurrence and continuance of an Event of Default from the Lender Pledgor and without any request therefor by the LenderPledgee, so long as such Event of Default shall continue, to Pledgor will deliver (properly endorsed where required hereby or requested by the LenderPledgee) to the Lender Pledgee all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Pledgee as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.4 hereof; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Pledgee has notified such Grantor the Pledgor of the LenderPledgee’s intention to exercise its voting power under this clause, (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit Section 4.1.5: the Lender as a general partner or member, as applicable; (ii) that the Lender Pledgee may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Interests or other shares of Capital Stock or other ownership interests constituting Collateral and such Grantor the Pledgor hereby grants the Lender Pledgee an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Interests and such Investment Propertyother Collateral; and (iii) and to promptly deliver to the Lender Pledgee such additional proxies and other documents requested by the Pledgee as may be necessary to allow the Lender Pledgee to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderPledgee, shall, until delivery to the LenderPledgee, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderPledgee. The Lender Pledgee agrees that unless an Event of Default shall have occurred and be continuing and the Lender Pledgee shall have given the notice referred to in clause (b), such Grantor will the Pledgor shall have the exclusive voting power with respect to any Investment Property shares of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral and the Lender willPledgee shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of Capital Stock or other ownership interests (including any of the Pledged Interests) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement, any other Loan DocumentDocument or any Interest Rate Hedging Agreement.

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, all interest, principal, principal and other cash payments on Payment Intangibles, the Pledged Property and all Proceeds of the CollateralPledged Property, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (bii) immediately upon the occurrence and during the continuance of if an Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseSection 4.1(e)(ii), (iA) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Interests, Investment Property or other Equity Interests constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyCollateral. EACH GRANTOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL SUCH EVENT OF DEFAULT SHALL HAVE BEEN CURED OR WAIVED) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED INTERESTS, to vote such Investment PropertyINVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bthis Section 4.1(e), such each Grantor will shall be entitled to receive and retain all Distributions and shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Equity Interests constituting Collateral and the Lender willCollateral. Administrative Agent shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Equity Interests constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any Loan Documentother Credit Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (a) upon receipt of written notice of the occurrence and continuance of an Event of Default from the Lender Administrative Agent and without any request therefor by the LenderAdministrative Agent, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment Property, Property constituting Collateral; all interest, principal, other cash payments on Payment Intangibles, ; and all Proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and (b) immediately upon the occurrence and during the continuance of an Event of Default and so long as the Lender Administrative Agent has notified such Grantor in writing of the LenderAdministrative Agent’s intention to exercise its voting power under this clauseclause (b), (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Organization Documents to admit the Lender Administrative Agent (or its designee) as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property constituting Collateral Collateral, and such Grantor hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Property; and (iii) to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be are reasonably requested by Administrative Agent which are necessary to allow the Lender Administrative Agent to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds constituting Collateral that may at any time and from time to time be held by such Grantor, but which such Grantor is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the written notice referred to in this clause (b), such Grantor will have the exclusive voting power with respect to any Investment Property constituting Collateral and the Lender Administrative Agent will, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting power; provided that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor that would directly and materially impair any such the Collateral or be inconsistent with or violate any provision of any Loan Document.

Voting Rights; Dividends; Etc. Each Grantor The Company agrees: (a) upon receipt of notice after any Default of the occurrence and continuance nature referred to in Section 6 (B) or (C) of an the Promissory Note or any Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Company and without any request therefor by the Lender, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all dividends and Distributions with respect to Investment PropertyDividends, all Distributions, interest, principal, other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; and (b) immediately upon after any Default of the occurrence and during nature referred to in Section 6 (B) or (C) of the continuance of an Promissory Note or any Event of Default shall have occurred and so long as be continuing and the Lender has notified such Grantor the Company of the Lender’s 's intention to exercise its voting power under this clause,Section 4.4(b): (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender may exercise (to the exclusion of such Grantorthe Company) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Company hereby grants the Lender an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) to the Company shall promptly deliver to the Lender such additional proxies and other documents as may be necessary to allow the Lender to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Company but which such Grantor the Company is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held by such Grantor the Company separate and apart from its other property in trust for the Lender. The Lender agrees that unless a Default of the nature referred to in Section 6 (B) or (C) of the Promissory Note or an Event of Default shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Company shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willshall, upon the written request of such Grantorthe Company, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Company which are necessary to allow such Grantor the Company to exercise that voting powerpower with respect to any such shares of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Company that would impair any such Collateral or be inconsistent with or violate any provision of any Loan Documentthe Promissory Note or this Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Borrower agrees: (a) upon receipt of notice of the occurrence and continuance of an after any Default or Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Borrower and without any request therefor by the Lender, so long as such Event of Default shall continueAdministrative Agent, to deliver (properly endorsed where required hereby or requested by the LenderAdministrative Agent) to the Lender Administrative Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Administrative Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Administrative Agent has notified such Grantor the Borrower of the Lender’s Administrative Agent's intention to exercise its voting power under this clause,Section 4.4(b) (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Administrative Agent may exercise (to the exclusion of such Grantorthe Borrower) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Borrower hereby grants the Lender Administrative Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Administrative Agent such additional proxies and other documents as may be necessary to allow the Lender Administrative Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Borrower but which such Grantor the Borrower is then obligated to deliver to the LenderAdministrative Agent, shall, until delivery to the LenderAdministrative Agent, be held by such Grantor the Borrower separate and apart from its other property in trust for the LenderAdministrative Agent. The Lender Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Administrative Agent shall have given the notice referred to in clause (bSection 4.4(b), such Grantor will the Borrower shall have the exclusive voting power with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAdministrative Agent shall, upon the written request of such Grantorthe Borrower, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Borrower which are necessary to allow such Grantor the Borrower to exercise that voting powerpower with respect to any such share of capital stock (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor the Borrower that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).

Voting Rights; Dividends; Etc. Each Such Grantor agrees: (a) after any Default of the nature referred to in clause (7) of Section 6.01 of the Indenture or any Event of Default shall have occurred and be continuing, promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender thereof by such Grantor and without any request therefor by the Lender, so long as such Event of Default shall continueCollateral Agent, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Agent) to the Lender Collateral Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Agent as additional Collateral, except Collateral for payments made use in accordance with clause (b) of Section 8.6 of the Credit Agreement6.1; and (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Collateral Agent has notified such Grantor of the Lender’s Collateral Agent's intention to exercise its voting power under this clause,Section 4.2.5 (i) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Investment Property securities or other investment property constituting Collateral and such Grantor hereby grants the Lender Collateral Agent an irrevocable proxy, exercisable under such circumstances, to vote such Investment Propertysecurities and such other Collateral; and (iiiii) promptly to promptly deliver to the Lender Collateral Agent such additional proxies and other documents as may be necessary to allow the Lender Collateral Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, Grantor but which such Grantor is then obligated to deliver to the LenderCollateral Agent, shall, until delivery to the LenderCollateral Agent, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Agent. The Lender Collateral Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Collateral Agent shall have given the notice referred to in clause (bSection 4.2.5(b), such Grantor will shall have the exclusive voting power with respect to any Investment Property securities constituting Collateral and the Lender willCollateral Agent shall, upon the written request of such Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such securities; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Related Document (including this Pledge and Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor agrees: (ai) that promptly upon receipt of notice of the occurrence and continuance of an Event of Default from the Lender Collateral Trustee and without any request therefor by the LenderCollateral Trustee, so long as such Event of Default shall continue, to deliver (properly endorsed where required hereby or requested by the LenderCollateral Trustee) to the Lender Collateral Trustee all dividends and Distributions with respect to Investment Property, all interest, principal, interest principal and other cash payments on Payment Intangiblespayment intangibles, the Pledged Property and all Proceeds of the Pledged Property or any other Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Collateral Trustee as additional Collateral, except for payments made in accordance with Section 8.6 of the Credit Agreement; and; (bii) immediately that, with respect to Pledged Property or any other Collateral consisting of general partner interests, limited partner intersts or limited liability company interests, promptly upon receipt of notice of the occurrence and during the continuance of an Event of Default from the Collateral Trustee and so long of the Collateral Trustee’s intention to exercise its voting power under Section 4.1(e)(iii) such Grantor shall modify the applicable Organic Documents to admit the Collateral Trustee as a general partner, limited partner or member, as applicable; and (iii) if an Event of Default shall have occurred and be continuing and the Lender Collateral Trustee has notified such Grantor of the LenderCollateral Trustee’s intention to exercise its voting power under this clauseSection 4.1(e)(iii), subject to the Intercreditor Agreement, (iA) with respect to the Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Trustee may exercise (to the exclusion of such Grantor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Investment Property or other Capital Securities constituting Collateral and such Grantor hereby grants the Lender an irrevocable proxyAND EACH GRANTOR HEREBY GRANTS THE COLLATERAL TRUSTEE AN IRREVOCABLE PROXY (WHICH IRREVOCABLE PROXY SHALL CONTINUE IN EFFECT UNTIL THE TERMINATION DATE) EXERCISABLE UNDER SUCH CIRCUMSTANCES, exercisable under such circumstancesTO VOTE THE PLEDGED SHARES, to vote such Investment PropertyPLEDGED INTERESTS, INVESTMENT PROPERTY AND SUCH OTHER COLLATERAL; andAND (iiiB) promptly to promptly deliver to the Lender Collateral Trustee such additional proxies and other documents as may be necessary to allow the Lender Collateral Trustee to exercise such voting power. All dividends, Distributions, interest, principal, cash payments, Payment Intangibles payment intangibles and Proceeds that may at any time and from time to time be held by such Grantor, any Grantor but which such Grantor is then obligated to deliver to the LenderCollateral Trustee, shall, until delivery to the LenderCollateral Trustee, be held by such Grantor separate and apart from its other property in trust for the LenderCollateral Trustee. The Lender Collateral Trustee agrees that unless an Event of a Default shall have occurred and be continuing and the Lender Collateral Trustee shall have given the notice referred to in clause (bSection 4.1(e), such each Grantor will shall have the exclusive voting power power, and is granted a proxy, with respect to any Investment Property Capital Securities (including any of the Pledged Shares) constituting Collateral. The Collateral and the Lender willTrustee shall, upon the written request of such any Grantor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor which are necessary to allow such Grantor to exercise that voting powerpower with respect to any such Capital Securities (including any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, or ratification given, or action taken by such Grantor that would impair any such Collateral or be inconsistent with or violate any provision of the Indenture or any Loan Documentother Note Document (including this Security Agreement).

Voting Rights; Dividends; Etc. Each Grantor The Pledgor agrees:: ------------------------------ (a) upon receipt of notice after any Default of the occurrence and continuance nature referred to in Section 8.1.9 of the Credit Agreement or an Event of Default from shall have occurred and be continuing, promptly upon receipt thereof by the Lender Pledgor and without any request therefor by the Lender, so long as such Event of Default shall continueAgent, to deliver (properly endorsed where required hereby or requested by the LenderAgent) to the Lender Agent all dividends and Distributions with respect to Investment PropertyDividends, Distributions, all interest, all principal, all other cash payments on Payment Intangiblespayments, and all Proceeds proceeds of the Collateral, in each case thereafter received by such Grantor, all of which shall be held by the Lender Agent as additional Collateral, except Collateral for payments made use in accordance with Section 8.6 of the Credit Agreement6.3; andand ----------- (b) immediately upon the occurrence and during the continuance of an after any Event of Default shall have occurred and so long as be continuing and the Lender Agent has notified such Grantor the Pledgor of the Lender’s Agent's intention to exercise its voting power under this clause,clause (b) of Section 4.4 ----------- (i) with respect to Collateral consisting of general partner interests or limited liability company interests, to promptly modify its Organic Documents to admit the Lender as a general partner or member, as applicable; (ii) that the Lender Agent may exercise (to the exclusion of such Grantorthe Pledgor) the voting power and all other incidental rights of ownership with respect to any Investment Property Pledged Shares or other shares of capital stock constituting Collateral and such Grantor the Pledgor hereby grants the Lender Agent an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such Investment Propertyother Collateral; and (iiiii) promptly to promptly deliver to the Lender Agent such additional proxies and other documents as may be necessary to allow the Lender Agent to exercise such voting power. All dividendsDividends, Distributions, interest, principal, cash payments, Payment Intangibles payments and Proceeds that proceeds which may at any time and from time to time be held by such Grantor, the Pledgor but which such Grantor the Pledgor is then obligated to deliver to the LenderAgent, shall, until delivery to the LenderAgent, be held by such Grantor the Pledgor separate and apart from its other property in trust for the LenderAgent. The Lender Agent agrees that unless an Event of Default shall have occurred and be continuing and the Lender Agent shall have given the notice referred to in clause (b)) of Section 4.4, such Grantor will the Pledgor shall have the exclusive voting power ----------- with respect to any Investment Property shares of capital stock (including any of the Pledged Shares) constituting Collateral and the Lender willAgent shall, upon the written request of such Grantorthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Grantor the Pledgor which are necessary to allow such Grantor the Pledgor to exercise that voting powerpower with respect to any such share of capital stock (including Exhibit F-6 any of the Pledged Shares) constituting Collateral; provided provided, however, that no vote shall be cast, or consent, waiver, waiver or ratification given, or action taken by such Grantor the Pledgor that would impair any such Collateral or be inconsistent with or violate any provision of the Credit Agreement or any other Loan DocumentDocument (including this Pledge Agreement).