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

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement Event, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the terms of this Agreement, the charter documents of such Grantor, Securities Account or the Loan DocumentsCommodity Account; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i15(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 15(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 15(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Security Control Agreement a Notice of Exclusive Control as defined in and under such Security Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreementthereof; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributionsexcept in connection with transactions permitted under Sections 7.04(a) and (b) of the Credit Agreement, dividends and other distributions paid or payable other than in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash amounts paid, payable or otherwise distributed other than in cash in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement EventEvent of Default and subject to any applicable laws, all rules and regulations or orders relating to national security: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i16(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 16(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 16(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to send to each Securities Intermediary (as defined in and under any Security Control Agreement) a Notice of Exclusive Control (as defined in and under such Security Control Agreement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreementpurpose; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Collateral Agent andto hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the First Lien Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the First Lien Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The First Lien Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the First Lien Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the First Lien Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the First Lien Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the First Lien Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The First Lien Collateral Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Control Agreement a notice of exclusive control under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders with the terms of this Agreementrespect to any Securities Account or Commodity Account; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor, at such Grantor’s sole cost and expense, all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right right, without notice to any Grantor, to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral, Beneficial Interest Collateral and Membership Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan Transaction Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Transaction Documents; and (ii) The Collateral Agent Each Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event of Default shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral, the Beneficial Interest Collateral and the Membership Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Beneficial Interest Collateral or Beneficial Membership Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Beneficial Interest Collateral or Beneficial Membership Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Beneficial Interest Collateral or Beneficial Membership Interest Collateral shall be forthwith delivered to the Collateral Agent Senior Security Trustee and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSenior Security Trustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent Senior Security Trustee in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement EventEvent of Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSenior Security Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event shall of Default hall have occurred and be continuing: (i) Each Grantor The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of the Borrower or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall the Borrower will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Borrower shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of the Borrower if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantorthe Borrower, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor the Borrower and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to the Borrower all such proxies and other instruments as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor the Borrower (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to the Borrower by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by the Borrower contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreementpurpose; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Collateral Agent andto hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Control Agreement a notice of exclusive control under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Relevant Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event of Default shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Relevant Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Relevant Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Relevant Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Relevant Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement EventEvent of Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all its Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if if, in the Collateral Agent's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Collateral pledged by such Grantorits Security Collateral; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default or an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i13(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by each Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Triggering Event shall have occurred and be continuing: (i) Each Grantor shall be entitled to receive and retain any and all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Security Collateral, from time to time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all of the Security Collateral (any of the foregoing, a “Distribution” and collectively the “Distributions”) paid in respect of the Security Collateral of such Grantor to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; provided, however, that any and all Distributions paid or payable other than in cash (other than in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, shall be, and, subject to the limitations in the definition of “Collateral” shall be promptly delivered to the Collateral Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be promptly delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (ii) The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to the rights described in paragraph (i) above and shall, if necessary, upon written request of any Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to receive the Distributions that it is authorized to receive and retain pursuant to paragraph (i) above. (b) Upon the occurrence and during the continuance of a Triggering Event: (i) All rights of each Grantor to receive Distributions that it would otherwise be authorized to receive and retain pursuant to Section 15(a)(i) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All Distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 15(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) Promptly following the waiver of all such Triggering Events, the Collateral Agent shall return to each Grantor all cash and funds that Collateral Agent has received pursuant to subsection (ii) of this clause (b) and that such Grantor is entitled to retain pursuant to Section 15(a)(i) if such cash or funds have not been applied to repayment of the Secured Obligations. (c) So long as no Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms in violation of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and. (ii) The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i)paragraph (i) above. (bd) After an Enforcement Event shall have occurred Upon the occurrence and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (c) During during the continuance of an Enforcement EventEvent of Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii15(c)(i) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent consistent with the terms of this Agreement, the charter documents of such Grantor, or Credit Agreement and the Loan other Secured Debt Documents; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute a breach (i) is inconsistent with the terms of its obligations the Credit Documents, or (ii) could adversely affect in any material respect the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement or the Loan Documents; andCredit Agreement or any other Secured Debt Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Secured Debt Documents; provided, including however, that any and all all: (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; , and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Collateral Agent and(unless required to be delivered to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) to hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent (unless required to be delivered to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease, and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent (or the Noteholder Collateral Agent, if required pursuant to the Intercreditor Agreement), which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent (unless required to be delivered to the Noteholder Collateral Agent pursuant to the Intercreditor Agreement) as Security Collateral in the same form as so received (with any necessary indorsement). (c) Upon the occurrence and during the continuation of an Event of Default or otherwise upon the commencement and during the continuation of a Dominion Period, the Collateral Agent shall be authorized to exercise exclusive Control over all Deposit Accounts, Securities Accounts and Commodity Accounts.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event of Default shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement EventEvent of Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default shall ------------------------------ have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral (other than in respect of any Subsidiary of the Borrower as provided in Section 5.02(e)(iii) of the Credit Agreement) in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral (other than in respect of any Subsidiary of the Borrower as provided in Section 5.02(e)(iii) of the Credit Agreement) shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions; and (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuingcontinuing and, in the case of any Pledged ULC Shares (as hereinafter defined), subject to all such limitations as are contained in Section 10 hereof and elsewhere in this Agreement: (i) Each U.S. Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such U.S. Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andpurpose. (ii) The Collateral Agent Each U.S. Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such U.S. Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; and (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; in- surplus shall be, and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent andor the Intercreditor Agent (as defined in the Intercreditor Agreement) to hold as, Security Collateral and shall, if received by such U.S. Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such U.S. Grantor and be forthwith delivered to the Collateral Agent or the Intercreditor Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each U.S. Grantor all such proxies and other instruments as such U.S. Grantor may reasonably request for the purpose of enabling such U.S. Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each U.S. Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i15(a)(i), with the exception of any such rights pertaining to the ULC Shares issued by the ULC Issuer, shall, upon notice to such U.S. Grantor by the Collateral Agent, cease and (y) to receive the dividends, interest and 2.10(a)(ii) other distributions that it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii), with the exception of any such rights pertaining to the ULC Shares issued by the ULC Issuer, shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any U.S. Grantor contrary to the provisions of paragraph (i) of this Section 8(b) shall be, with the exception of any dividends, interest and other distributions that are received pertaining to ULC Shares issued by the ULC Issuer, received in trust for the benefit of the Collateral Agent, and shall be segregated from other funds of such U.S. Grantor and forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuingcontinuing and the Facility Termination Date has not occurred or been declared under the terms of the Credit Agreement: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsCredit Agreement; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if in its judgment such action would constitute have a breach material adverse effect on the value of its obligations under all or any part of the Loan DocumentsSecurity Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.13(a)(i). (b) After an Enforcement Whether or not any Event of Default shall have occurred and be continuingcontinuing and whether or not the Facility Termination Date has occurred or been declared under the terms of the Credit Agreement, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to paid into the Collateral Agent Collection Account and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Parties, be segregated from the other property or funds of such Grantor and be forthwith delivered paid to the Collateral Agent Collection Account in the same form as so received (with any necessary endorsement). (c) During Upon the continuance occurrence of an Enforcement EventEvent of Default which is continuing or if the Facility Termination Date has occurred or been declared, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.13(a)(i) and 2.10(a)(ii2.13(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which who, subject to Section 5.04(d), shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any direct or indirect subsidiary of the Borrower), provided, however, that the Collateral Agent shall exercise such voting or consensual right only upon receipt of instruction from the Administrative Agent.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andpurpose. (ii) The Collateral Agent Each Grantor shall execute be entitled to receive and deliver retain any and all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or cause equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Security Collateral, from time to be executed and delivered) time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all such proxies of the Security Collateral (any of the foregoing, a “Distribution” and other instruments as such Grantor may reasonably request in writing and provide for collectively the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b“Distributions”) After an Enforcement Event shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged of such Grantor to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all (i) distributions, dividends and interest Distributions paid or payable other than in cash (other than in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest shall be, and, subject to the limitations in the definition of “Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral ” shall be forthwith promptly delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith promptly delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the Distributions that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive Distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All Distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) Promptly following the cure (but not a partial cure) or waiver of such Event of Default, the Collateral Agent shall return to each Grantor all cash and funds that Collateral Agent has received pursuant to subsection (ii) of this clause (b) and that such Grantor is entitled to retain pursuant to Section 13(a)(ii) if such cash or funds have not been applied to repayment of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof or of the rights of the Secured Creditors therein. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral that in each case are not otherwise expressly permitted to be retained by such Grantor pursuant to the terms of the Credit Agreement shall be, and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default or Event of Default: (i) All rights of each Grantor (A) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i10(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(B) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing and the enforcement by the Secured Parties of their rights and remedies under the Loan Documents is not continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that upon the enforcement by the Secured Parties of their rights and remedies under the Loan Documents, any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default and the enforcement by the Secured Parties of their rights and remedies under the Loan Documents: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i13(a)(i) and 2.10(a)(ii) shall ceaseshall, and all upon notice to such rights shall thereupon become vested in Grantor by the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.cease and

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each US Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such US Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andpurpose. (ii) The Collateral Agent Each US Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such US Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that if any Event of Default has occurred and is continuing, any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the US Administrative Agent (unless such cash is required to be delivered and has been so delivered to the Term Facility Agent pursuant to the Intercreditor Agreement) to hold as, Security Collateral Agent andand shall, if received by such US Grantor, shall be received in trust for the benefit of the Collateral US Administrative Agent, be segregated from the other property or funds of such US Grantor and be forthwith delivered to the US Administrative Agent (unless such cash is required to be delivered and has been so delivered to the Term Facility Agent pursuant to the Intercreditor Agreement) as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During Subject to the Intercreditor Agreement, the US Administrative Agent will execute and deliver (or cause to be executed and delivered) to each US Grantor all such proxies and other instruments as such US Grantor may reasonably request for the purpose of enabling such US Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default and upon notice to the US Grantors by the US Administrative Agent under this Section 14(b): (i) All rights of each US Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such US Grantor by the US Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral US Administrative Agent, which shall thereupon so long as an Event of Default shall have occurred and be continuing have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any US Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall, so long as an Event of Default shall have occurred and be continuing, be received in trust for the benefit of the US Administrative Agent, shall be segregated from other funds of such US Grantor and shall be forthwith paid over to the US Administrative Agent (unless such dividends, interest and other distributions are required to be delivered and have been so delivered to the Term Facility Agent) as Security Collateral in the same form as so received (with any necessary indorsement). (c) Nothing in this Section 14 shall be construed to prohibit any US Grantor from taking any action with respect to any intra-group Debt owed among the Company and its Subsidiaries after an Event of Default as permitted by Section 5.02(j) of the Credit Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default ----------------------------- under Section 6.01(a) of the Credit Agreement or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders (as defined in any Control Agreement) with respect to the terms of this Agreement, the charter documents of such Grantor, or the Loan DocumentsSecurities Account; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default under Section 6.01(a) of the Credit Agreement or an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i16(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 16(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 16(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary as defined in and under any Control Agreement a Notice of Exclusive Control as defined in and under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default]: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary as defined in and under any Control Agreement a Notice of Exclusive Control as defined in and under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Notes; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Purchaser to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentPurchaser, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Purchaser as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Purchaser will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the Purchaser, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral AgentPurchaser, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Purchaser, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Purchaser as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Note; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Purchaser to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentPurchaser, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Purchaser as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Purchaser will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the Purchaser, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral AgentPurchaser, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Purchaser, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Purchaser as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to the Issuer or any Guarantor and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral pledged by such Grantor or any part thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan DocumentsIndenture and any Guarantor Indenture; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if in its judgment such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (biii) After an Enforcement Event Each Grantor shall have occurred be entitled to receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged by such Grantor; provided, including however, that any and all all: (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; ; (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Security Trustee to hold as, Security Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Parties in respect of such Grantor, be segregated from the other property or funds of such Grantor and the Security Trustee and, if by nature deliverable, be forthwith delivered to the Security Trustee as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (cb) During Upon notice to such Grantor by the Security Trustee following the delivery of a Default Notice to the Issuer or any Guarantor or following the occurrence and during the continuance of an Enforcement EventAcceleration Default, all rights of each such Grantor (i) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii(ii) to receive the distributions, dividends and interest payments that it would otherwise be entitled to receive and retain pursuant to Section 2.10(a)(iii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. (c) All distributions, dividends and interest payments that are received by such Grantor contrary to the provisions of Section 2.10(a) or (b) shall be received in trust for the benefit of the Secured Parties in respect of such Grantor, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Security Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intention to exercise its rights hereunder: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged thereof for any purpose; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor which would impair the Pledged Collateral or which would be inconsistent in any material respect with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, to enable or take any other action to permit any issuer of Pledged Equity to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any purpose not inconsistent with the terms stock or other equity securities of this Agreementany nature of any issuer of Pledged Equity other than issuances, the charter documents of such transfers and grants to a Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and. (ii) The Collateral Agent Each Grantor shall execute be entitled to receive and deliver retain any and all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or cause equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Security Collateral, from time to be executed and delivered) time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all such proxies of the Security Collateral (any of the foregoing, a “Distribution” and other instruments as such Grantor may reasonably request in writing and provide for collectively the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b“Distributions”) After an Enforcement Event shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged of such Grantor to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all (i) distributions, dividends and interest Distributions paid or payable other than in cash (other than in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest shall, except to the extent constituting Excluded Assets, be, and, subject to the limitations in the definition of “Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral ” shall be forthwith promptly delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith promptly delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the Distributions that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Subject to any Intercreditor Agreement, upon the occurrence and during the continuance of an Enforcement Event, all Event of Default and after written notice by the Collateral Agent to the Borrower of the Collateral Agent’s intention to exercise its rights hereunder: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive Distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All Distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) Promptly following the cure (but not a partial cure) or waiver of such Event of Default, the Collateral Agent shall return to each Grantor all cash and funds that the Collateral Agent has received pursuant to subsection (ii) of this clause (b) and that such Grantor is entitled to retain pursuant to Section 11(a)(ii) if such cash or funds have not been applied to repayment of the Secured Obligations. (c) Each Grantor shall not grant control over any investment property to any Person other than the Collateral Agent, except to the extent permitted pursuant to this Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Facility Event of Default shall have occurred and be continuing: (i) Each each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andviolate this Agreement; (ii) The Collateral Agent each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Financing Documents; provided that during the continuance of any Facility Event of Default, including any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement); and (iii) the Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (cb) During Upon the occurrence and during the continuance of an Enforcement Event, any Facility Event of Default: (i) all rights of each Grantor (A) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i5.14(a)(i) shall, upon notice to such Grantor by the Collateral Agent (as instructed by the Intercreditor Agent), cease and 2.10(a)(ii(B) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (in each case, as instructed by the Intercreditor Agent) and to receive and hold as Security Collateral such dividends, interest and other distributions; and (ii) all dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 5.14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So As long as no Enforcement Default or Event of Default shall have occurred and be continuing:continuing (or, in the case of this Section 6(a)(i), as long as no notice thereof shall have been given by the Administrative Agent to the Borrower): (i) Each Grantor The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Pledged Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this AgreementPledge Agreement or any other Loan Document; provided, however, that the charter documents of such Grantor, or the Loan Documents; provided that such Grantor Borrower shall not exercise or shall refrain from exercising any such right if if, in the Administrative Agent's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andPledged Collateral or any part thereof. (ii) The Collateral Agent Borrower shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such GrantorPledged Collateral, including other than any and all all: (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security any Pledged Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral any Pledged Shares or Beneficial Interest Collateral Additional Pledged Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security any Pledged Collateral, Membership Interest Collateral or Beneficial Interest Collateral ; all of which shall be forthwith delivered to the Administrative Agent to hold as Pledged Collateral Agent andand shall, if received by such Grantorthe Borrower, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor the Borrower, and be forthwith delivered to the Administrative Agent as Pledged Collateral Agent in the same form as so received (with any necessary endorsement). (ciii) During The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Borrower all such proxies and other instruments as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default or an Enforcement EventEvent of Default: (i) Upon notice by the Administrative Agent to the Borrower, all rights of each Grantor the Borrower to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to paragraph of Section 2.10(a)(i6(a)(i) and 2.10(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which Administrative Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights. (ii) All rights of the Borrower to receive the dividends and other payments which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and other payments. (iii) All dividends and other payments which are received by the Borrower contrary to the provisions of Section 6(b)(ii) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (iv) The Borrower shall, if necessary to permit the Administrative Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 6(b)(i) and to receive all dividends and distributions which it may be entitled to receive under Section 6(b)(ii), execute and deliver to the Administrative Agent, from time to time and upon written notice of the Administrative Agent, appropriate proxies, dividend payment orders and other instruments as the Administrative Agent may reasonably request. The foregoing shall not in any way limit the Administrative Agent's power and authority granted pursuant to Section 8 (Agent Appointed Attorney- in-Fact and Proxy) hereof.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Actionable Default shall have occurred and be continuing: (i) Each each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andother Debt Instruments. (ii) The Collateral Agent each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal ofexchange for any Security Collateral shall be, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Trustee to hold as, Security Collateral Agent andand shall, if received by such each Grantor, shall be received in trust for the benefit of the Collateral AgentTrustee, be segregated from the other property or funds of such each Grantor and be forthwith delivered to the Trustee as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Trustee shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as each Grantor may reasonably request for the purpose of enabling each Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Actionable Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) and 2.10(a)(ii) shall ceaseshall, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right upon notice to exercise or refrain from exercising such voting and other consensual rights.each Grantor

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Actionable Default shall have occurred and be continuing: (i) Each each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andother Debt Instruments. (ii) The Collateral Agent each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitaldissolution, capital surplus or paid-in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal ofexchange for any Security Collateral shall be, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Trustee to hold as, Security Collateral Agent andand shall, if received by such each Grantor, shall be received in trust for the benefit of the Collateral AgentTrustee, be segregated from the other property or funds of such each Grantor and be forthwith delivered to the Trustee as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Trustee shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as each Grantor may reasonably request for the purpose of enabling each Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Actionable Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to each Grantor by the Trustee, cease and 2.10(a)(ii(y) to receive the dividends and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral AgentTrustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and other distributions. (ii) All dividends and other distributions that are received by each Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Trustee, shall be segregated from other funds of each Grantor and shall be forthwith paid over to the Trustee as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders with the terms of this Agreement, the charter documents of such Grantor, respect to any Securities Account or the Loan DocumentsCommodity Account; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement). (iii) The Collateral Agent shall be authorized to exercise exclusive control over all Deposit Accounts, Securities Accounts and Commodity Accounts.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided provided, however, that such no Grantor shall not exercise or shall refrain from exercising any such right if if, in the Administrative Agent's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andexcept as otherwise required under the Credit Agreement and shall, if received by such any Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsement). (ciii) During The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all any Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default: (i) All rights of each Grantor (A) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease, and 2.10(a)(ii(B) to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event shall have occurred and be continuingSubject to Section 6.1(b) below: (i) Each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof, for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andIndenture; (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such Grantorits Security Collateral, including PROVIDED, HOWEVER, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent andTrustee to hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentTrustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent Trustee as Security Collateral in the same form as so received (with any necessary endorsement)endorsement or assignment; provided, however, in the event that such a dividend, distribution or payment is payable in cash, such cash shall be deposited with the Collateral Trustee to redeem the Securities in accordance with the terms of the Indenture; and (iii) The Collateral Trustee shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (cb) During Upon the occurrence and during the continuance of an Enforcement EventEvent of Default or an event that, all with the giving of notice or the lapse of time or both, would become an Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii6.1(a)(i) shall cease, automatically cease and (y) to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 6.1(a)(ii) shall automatically cease and all such rights shall thereupon become vested in the Collateral Agent, which Trustee who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments; and (ii) All dividends and interest payments that are received by a Grantor contrary to the provisions of this Section 6.1(b), shall be received in trust for the benefit of the Collateral Trustee, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Trustee as Security Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof or of the rights of the Secured Creditors therein. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral that in each case are not otherwise expressly permitted to be retained by such Grantor pursuant to the terms of the Credit Agreement shall be, and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement).. HN\1119607.7 (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of an Enforcement Event, all rights of each enabling such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 2.10(a)(iparagraph (i) above and 2.10(a)(iito receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsabove.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders with the terms of this Agreement, the charter documents of such Grantor, respect to any Securities Account or the Loan DocumentsCommodity Account; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to exercise exclusive control over all Deposit Accounts (other than the Exempt Deposit Accounts), Securities Accounts and Commodity Accounts.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement First Lien Event of Default shall have occurred and be continuing:continuing and until such time as such Grantor has received notice from the First Lien Collateral Agent directing such Grantor to cease exercising the rights set out in this Section 12(a): (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan other First Lien Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the First Lien Documents; provided, including however, that any and all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral shall be, and shall be forthwith delivered to the First Lien Collateral Agent to hold as, Security Collateral and shall, if received by such Grantor, be received in trust for the benefit of the First Lien Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the First Lien Collateral Agent as Security CollateralCollateral in the same form as so received (with any necessary indorsement), Membership Interest Collateral or Beneficial Interest Collateral; (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; surplus shall be deposited in the Revenue Account or such other account as provided for in the Security Deposit Agreement, and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent deposited in the same form Revenue Account or such other account as so received (with any necessary endorsement)provided for in the Security Deposit Agreement. (ciii) During The First Lien Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise (b) Upon the occurrence and during the continuance of an Enforcement Event, all a First Lien Event of Default: (i) All rights of each Grantor (A) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the First Lien Collateral Agent, cease and 2.10(a)(ii(B) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the First Lien Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the First Lien Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the First Lien Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of ----------------------------- Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral pledged by such Grantor hereunder or any part thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided provided, however, that such -------- ------- each Grantor shall not exercise or shall refrain from exercising any such right if if, in the Administrative Agent's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged by such GrantorGrantor hereunder; provided, including however, that any and all -------- ------- (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to the Borrower by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i15(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary as defined in and under any Security Control Agreement a Notice of Exclusive Control as defined in and under such Security Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan other Note Documents; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if if, in the Secured Party's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan DocumentsSecurity Collateral or any part thereof; andand provided further that such Grantor shall give the Secured Party at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right that could be reasonably expected to have a Material Adverse Effect. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Secured Party to hold as, Security Collateral Agent andand shall, if received by such any Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Secured Party as Security Collateral Agent in the same form as so received (with any necessary endorsement). (ciii) During The Secured Party shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as each Grantor may reasonably request for the continuance purpose of an Enforcement Event, all rights of enabling each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 2.10(a)(iparagraph (i) above and 2.10(a)(iito receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsabove.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuingcontinuing and the Facility Termination Date has not occurred: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsCredit Agreement; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if in its judgment such action would constitute have a breach material adverse effect on the value of its obligations under the Loan DocumentsSecurity Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.13(a)(i). (b) After an Enforcement Whether or not any Event of Default shall have occurred and be continuingcontinuing and whether or not the Facility Termination Date has occurred, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to paid into the Collateral Agent Collection Account and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Parties, be segregated from the other property or funds of such Grantor and be forthwith delivered paid to the Collateral Agent Collection Account in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement EventEvent of Default or if the Facility Termination Date has occurred, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.13(a)(i) and 2.10(a)(ii2.13(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which who, subject to Section 5.04(d), shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any direct or indirect subsidiary of the Borrower), provided, however, that the Security Trustee shall exercise such voting or consensual right only upon receipt of instruction from the Administrative Agent.

Voting Rights; Dividends; Etc. (a) So long as Except during the continuance of an Event of Default and after receipt by the Issuer of prior (or substantially simultaneous) written notice from the Collateral Agent stating that the Collateral Agent intends to exercise its rights pursuant to Section 10(b)(i) (other than with respect to any Event of Default under Section 6.01(6) or Section 6.01(7) of the Indenture, in which no Enforcement Event such notice shall have occurred and be continuing:required): (i) Each each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreementpurpose; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute in a breach of its obligations under manner prohibited by the Loan Note Documents; and; (ii) The Collateral Agent each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Note Documents, including any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, (iii) in the case of the foregoing clause (A), Membership Interest any such property distributed in respect of any Security Collateral or Beneficial Interest Collateral shall be deemed to constitute acquired property and shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the as Security Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsementindorsement or other instrument) in accordance with the terms of this Agreement and the provisions of Article 11 of the Indenture and (y) in the case of the foregoing clauses (B) and (C), any such cash distributed in respect of any Security Collateral shall be subject to the provisions of the Indenture applicable to the proceeds of a Disposition of property; and (iv) the Collateral Agent will promptly execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (cb) During the continuance of an Enforcement EventEvent of Default: (i) and after receipt by the Issuer of prior (or substantially simultaneous) written notice from the Collateral Agent stating that the Collateral Agent intends to exercise its rights pursuant to Section 10(b)(i) (other than with respect to any Event of Default under Section 6.01(6) or Section 6.01(7) of the Indenture, in which no such notice shall be required), all rights of each Grantor (1) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii10(a)(i) shall cease and (2) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions; and (ii) all dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part thereof for any purpose; provided however, that, except as permitted by Section 5.01(e) of the Equity Collateral pledged by Credit Agreement with respect to the dissolution of Non-Guarantor Subsidiaries, such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will promptly execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided PROVIDED, HOWEVER, that such no Grantor shall not exercise or shall refrain from exercising any such right if if, in the Agent's reasonable judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each of the Grantors shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant receive and retain, and to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred utilize free and be continuingclear of the lien of this Agreement, any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; PROVIDED, including HOWEVER, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral other than Security Collateral consisting of cash and Cash Equivalents to the extent reinvested in Security Collateral or Beneficial Interest Account Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral other than Security Collateral consisting of cash and Cash Equivalents to the extent reinvested in Security Collateral or Account Collateral, Membership Interest Collateral and (D) cash dividends paid or Beneficial Interest Collateral payable in violation of the terms of the Credit Agreement shall be, and shall be forthwith delivered to the Agent to hold as, Security Collateral Agent and, if received by such Grantorany of the Grantors, shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor and be forthwith delivered to the Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement or assignment). (ciii) During The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each of the Grantors all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor of the Grantors to (A) exercise or refrain from exercising the voting and other consensual rights that it such Grantor would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 2.10(a)(i13(a) shall, upon notice to such Grantor by the Agent, cease and 2.10(a)(ii(B) receive the dividends, interest and other distributions that such Grantor would otherwise be authorized to receive and retain pursuant to subparagraph (ii) of Section 13(a) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any of the Grantors contrary to the provisions of clause (i) of this Section 13(b) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each The Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan other Note Documents; provided provided, however, that such the Grantor shall not exercise or shall refrain from exercising any such right if if, in the Secured Party's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan DocumentsSecurity Collateral or any part thereof; andand provided further that the Grantor shall give the Secured Party at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right that could be reasonably expected to have a Material Adverse Effect. (ii) The Collateral Agent Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Secured Party to hold as, Security Collateral Agent andand shall, if received by such the Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such the Grantor and be forthwith delivered to the Secured Party as Security Collateral Agent in the same form as so received (with any necessary endorsement). (ciii) During The Secured Party shall execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each the Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i10(a)(i) shall, upon notice to the Grantor by the Secured Party, cease and 2.10(a)(ii(y) shall to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall, upon notice from the Secured Party, automatically cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments that are received by the Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Secured Party as Security Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will promptly upon request therefor execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary as defined in and under any Control Agreement a Notice of Exclusive Control as defined in and under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default under Section 6.01(a) or (f) of the Credit Agreement shall have occurred and be continuing:; (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with respect to the terms of this Agreement, the charter documents of such Grantor, or the Loan DocumentsSecurities Accounts; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute a breach be inconsistent with the provisions of its obligations under the Loan Documents or any Securities Account Control Agreement. (ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; and provided, however, that if an Event of Default under Section 6.01(a) or (iif) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for of the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event Credit Agreement shall have occurred and be continuing, any and all distributionsall (A) dividends, dividends interest and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default under Section 6.01(a) or (f) of the Credit Agreement: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each securities intermediary as defined in and under any Securities Account Control Agreement a Notice of Exclusive Control as defined in and under such Securities Account Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event of Default shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (c) During the continuance of an Enforcement EventEvent of Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default or event which, with the giving of notice or the lapse of time, or both, would become an Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andother Credit Document. (ii) The Collateral Agent Grantors shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral, including PROVIDED, HOWEVER, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral issued by Company in connection with a 248 partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral issued by Company, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such any Grantor, shall be received in trust for the benefit of the Collateral AgentAdministrative Agent for the benefit of the Secured Parties, be segregated from the other property or funds of such Grantor Grantor, and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement or assignment). (ciii) During The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to a Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement EventEvent of Default or an event which, all with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) All rights of each Grantor the Grantors (x) to exercise or refrain from exercising the voting and other consensual rights that which it would otherwise be entitled to exercise pursuant to Section 2.10(a)(iSECTION 6(a)(i) shall, upon notice to such Grantor by the Administra- tive Agent, cease and 2.10(a)(ii(y) to receive the dividends and interest payments which such Grantors would otherwise be authorized to receive and retain pursuant to SECTION 6(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which Administrative Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments which are received by any Grantor contrary to the provisions of paragraph (i) of this Section 6.1(b) shall be received in trust for the benefit of the Administrative Agent for the benefit of the Secured Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andpurpose. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that if any Event of Default has occurred and is continuing, any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent (unless such cash is required to be delivered and has been so delivered to the Term Facility Agent pursuant to the Intercreditor Agreement) to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent (unless such cash is required to be delivered and has been so delivered to the Term Facility Agent pursuant to the Intercreditor Agreement) as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During Subject to the Intercreditor Agreement, the Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default and upon notice to the Grantors by the Administrative Agent under this Section 14(b): (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon so long as an Event of Default shall have occurred and be continuing have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall, so long as an Event of Default shall have occurred and be continuing, be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent (unless such dividends, interest and other distributions are required to be delivered and have been so delivered to the Term Facility Agent) as Security Collateral in the same form as so received (with any necessary indorsement). (c) Nothing in this Section 14 shall be construed to prohibit any Grantor from taking any action with respect to any intra-group Debt owed among the Company and its Subsidiaries after an Event of Default as permitted by Section 5.02(j) of the Credit Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Actionable Default shall have occurred and be continuing: (i) Each The Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of the Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such the Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of the Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Secured Documents or any of the Shared Collateral Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral in each case, Membership Interest Collateral or Beneficial Interest Collateral received after the date of the Initial Extension of Credit (as defined in the Credit Agreement), shall be, and shall be forthwith delivered to the Collateral Agent andTrustees to hold as, Security Collateral and shall, if received by such the Grantor, shall be received in trust for the benefit of the Collateral AgentTrustees, be segregated from the other property or funds of such the Grantor and be forthwith delivered to the Collateral Agent Trustees as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Trustees will execute and deliver (or cause to be executed and delivered) to the Grantor all such proxies and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Actionable Default: (i) All rights of each the Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to the Grantor by the Collateral Trustees, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral AgentTrustees, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions, subject to obtaining the written approval of the applicable HMO Regulator or Insurance Regulator prior to the exercise by the Collateral Trustees of their foreclosure, voting, assignment or other rights with respect to any Pledged Shares issued by any HMO Subsidiary or Insurance Subsidiary where such approval is required for the Collateral Trustees to exercise such rights under the applicable Governmental Rules. (ii) All dividends, interest and other distributions that are received by the Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Trustees, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Collateral Trustees as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to the Issuer and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsIndenture; provided that such Grantor shall not exercise or shall refrain from exercising any such right if to the extent that, in its judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan DocumentsSecurity Collateral, Membership Interest Collateral or the Beneficial Interest Collateral as Collateral for the Secured Obligations; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i). (b) After an Enforcement Whether or not any Default or Event of Default shall have occurred and be continuingoccurred, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Collateral Agent Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) During Upon the delivery of a Default Notice to any Issuer Group Member or during the continuance of an Enforcement EventAcceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i) and 2.10(a)(ii2.12(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any direct or indirect subsidiary of the Issuer); provided that the Security Trustee shall have no obligation to exercise such voting or consensual right without written instruction from the Senior Representative.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to the Issuer and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsIndenture; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if in its judgment such action would constitute have a breach material adverse effect on the value of its obligations under all or any part of the Loan DocumentsSecurity Collateral or the Beneficial Interest Collateral; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i). (b) After an Enforcement Whether or not any Default or Event of Default shall have occurred and be continuingoccurred, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Collateral Agent Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) During Upon the delivery of a Default Notice to the Issuer or any Issuer Subsidiary or during the continuance of an Enforcement EventAcceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i) and 2.10(a)(ii2.12(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; andpurpose. (ii) The Collateral Agent Each Grantor shall execute be entitled to receive and deliver retain any and all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or cause equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Security Collateral, from time to be executed and delivered) time received, receivable or otherwise distributed to such Grantor in respect of or in exchange for any or all such proxies of the Security Collateral (any of the foregoing, a “Distribution” and other instruments as such Grantor may reasonably request in writing and provide for collectively the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b“Distributions”) After an Enforcement Event shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged of such Grantor to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all (i) distributions, dividends and interest Distributions paid or payable other than in cash (other than in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus) in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest shall be, and, subject to the limitations in the definition of “Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral ” shall be forthwith promptly delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith promptly delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Grantor, from time to time execute and deliver (or cause to be executed and delivered) to such Grantor all such instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the Distributions that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i13(a)(i) shall, upon written notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive Distributions that it would otherwise be authorized to receive and retain pursuant to Section 13(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All Distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 13(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be promptly paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) Promptly following the cure (but not a partial cure) or waiver of such Event of Default, the Collateral Agent shall return to each Grantor all cash and funds that Collateral Agent has received pursuant to subsection (ii) of this clause (b) and that such Grantor is entitled to retain pursuant to Section 12(a)(ii) if such cash or funds have not been applied to repayment of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Secured Party to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecured Party, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Secured Party as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Secured Party will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Secured Party, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral AgentSecured Party, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Secured Party as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided provided, -------- however, that such no Grantor shall not exercise or shall refrain from exercising any ------- such right if such action would constitute could reasonably be expected to have a breach Material Adverse Effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof or adversely affect (A) the validity, perfection or priority of the security interest and pledge granted or purported to be granted by this Agreement or (B) the right and remedies of the Acting Administrative Agent or the Secured Parties hereunder; (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all -------- ------- (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Acting Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Acting Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Acting Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementor requested indorsement). (ciii) During The Acting Administrative Agent shall execute and deliver (or cause to be executed and delivered) to any Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default or Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i10(a)(i) shall, upon notice to such Grantor by the Acting Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Acting Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Acting Administrative Agent and the Lender Parties, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Acting Administrative Agent as Security Collateral in the same form as so received (with any necessary or requested indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders with the terms of this Agreementrespect to any Securities Account or Commodity Account; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent and(or the Designated Senior Priority Representative on its behalf) to hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent (or the Designated Senior Priority Representative on its behalf) as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor, at such Grantor’s sole cost and expense, all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right right, without notice to any Grantor, to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent (or the Designated Senior Priority Representative on its behalf) as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the terms of this Agreement, the charter documents of such Grantor, Securities Accounts or the Loan DocumentsCommodity Accounts; provided provided, however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all a Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Security Control Agreement a Notice of Exclusive Control as defined in and under such Security Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default under Section 6.01(a) or (f) of the Credit Agreement shall have occurred and be continuingcontinuing and the Collateral Agent shall not have given the notice required pursuant to paragraph (b) of this Section 14 to the relevant Grantor of the Collateral Agent’s intent to exercise its rights hereunder: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with respect to the terms of this Agreement, the charter documents of such Grantor, or the Loan DocumentsSecurities Accounts; provided however, that such Grantor shall will not exercise or shall will refrain from exercising any such right if such action would constitute a breach be inconsistent with the provisions of its obligations under the Loan Documents or any Securities Account Control Agreement. (ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Security Collateral of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by the terms of the Loan Documents; and provided, however, that if an Event of Default under Section 6.01(a) or (iif) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for of the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event Credit Agreement shall have occurred and be continuing, any and all distributionsall: (A) dividends, dividends interest and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement EventEvent of Default under Section 6.01(a) or (f) of the Credit Agreement, all provided that the Collateral Agent shall have given a one Business Day prior written notice (unless such Event of Default is an Event of Default specified in Section 6.01(f) of the Credit Agreement, in which case no such notice need be given) to the relevant Grantor of the Collateral Agent’s intent to exercise its rights hereunder: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each securities intermediary as defined in and under any Securities Account Control Agreement a Notice of Exclusive Control as defined in and under such Securities Account Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral, taken as a whole. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral in each case, Membership Interest Collateral or Beneficial Interest Collateral received after the date of the Initial Extension of Credit, shall be, and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions, subject to obtaining the approval of the applicable HMO Regulator or Insurance Regulator prior to the exercise by the Collateral Agent of its foreclosure, voting, assignment or other rights with respect to any Pledged Shares issued by any HMO Subsidiary or Insurance Subsidiary where such approval is required for the Collateral Agent to exercise such rights under the applicable Governmental Rules. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof or of the rights of the Secured Creditors therein. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Credit Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral that in each case are not otherwise expressly permitted to be retained by such Grantor pursuant to the terms of the Credit Agreement shall be, and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the 16 HN\1119607.7 (pp) Upon the occurrence and during the continuance of an Enforcement Event, all a Default or Event of Default: (i) All rights of each Grantor to (A)to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i10(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(B)to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 10(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 10(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreementthereof; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributionsexcept in connection with transactions permitted under Sections 7.04(a) and (b) of the Credit Agreement, dividends and other distributions paid or payable other than in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash amounts paid, payable or otherwise distributed other than in cash in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to (b) Upon the occurrence and during the continuance of an Enforcement EventEvent of Default and subject to any applicable laws, all rules and regulations or orders relating to national security: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i16(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 16(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 16(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to send to each Securities Intermediary (as defined in and under any Security Control Agreement) a Notice of Exclusive Control (as defined in and under such Security Control Agreement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to the Issuer and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsIndenture; provided that such Grantor shall not exercise or shall refrain from exercising any such right if to the extent that, in its judgment, such action would constitute have a breach material adverse effect on the value of its obligations under all or any part of the Loan DocumentsSecurity Collateral, Membership Interest Collateral or the Beneficial Interest Collateral as Collateral for the Secured Obligations; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i). (b) After an Enforcement Whether or not any Default or Event of Default shall have occurred and be continuingoccurred, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Collateral Agent Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) During Upon the delivery of a Default Notice to any Issuer Group Member or during the continuance of an Enforcement EventAcceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i) and 2.10(a)(ii2.12(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any direct or indirect subsidiary of the Issuer); provided that the Security Trustee shall have no obligation to exercise such voting or consensual right without written instruction from the Senior Representative.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral pledged by such Grantor hereunder or any part thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided provided, however, that such each Grantor shall not exercise or shall refrain from exercising any such right if if, in the Administrative Agent's judgment, such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributions, dividends and interest paid in respect of the Equity Security Collateral pledged by such GrantorGrantor hereunder; provided, including however, that any and all all (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to the Borrower by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends and interest payments that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends and interest payments. (ii) All dividends and interest payments that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) 12.1. So long as no Enforcement Event of Default shall have occurred and be continuing: (i) 12.1.1. Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent 12.1.2. Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (ia) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iib) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-paid in surplus; and surplus and (iiic) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). 12.1.3. The Collateral Agent will execute and deliver (cor cause to be executed and delivered) During to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. 12.2. Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: 12.2.1. All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i12(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 12(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. 12.2.2. All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 12(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than to originate Entitlement Orders (as defined in any Control Agreement) with the terms of this Agreementrespect to any securities account or commodity account; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all: (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Collateral Agent andto hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and-retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i14(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 14(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 14(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Collateral Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Control Agreement a Notice of Exclusive Control as defined in and under such Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to WEST and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Stock Collateral, Debt Collateral, Membership Interest Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter organizational documents of such Grantor, the Indenture or the Loan Documentsany other Related Document; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute reasonably be expected to have a breach material adverse effect on the value of its obligations under all or any part of the Loan DocumentsStock Collateral, Debt Collateral, Membership Interest Collateral or the Beneficial Interest Collateral; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.05(a)(i). (b) After an Enforcement Whether or not any Default or Event of Default shall have occurred and be continuingoccurred, any and all distributions, dividends dividends, interest, income, payments and interest proceeds paid or received in respect of the Equity Collateral pledged by such GrantorTrust Collateral, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Trust Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Stock Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest any Trust Collateral shall be paid into the Collections Account or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) During Upon the delivery of a Default Notice to WEST or any of its Subsidiaries or during the continuance of an Enforcement EventAcceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii2.05(a)(i) shall cease, and all such rights the Security Trustee thereupon shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights (including, but not limited to, the right, subject to the restrictions set forth in the applicable organizational documents, to remove or appoint any trustee, directors and officers of any direct or indirect subsidiary of WEST or any of its Subsidiaries), provided, however, the Security Trustee shall have no obligation to exercise such voting or consensual right without instruction from the Noteholders.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Default under Section 6.01(a) or (f) of the Credit Agreement or Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent other than originate Entitlement Orders (as defined in any Securities Account Control Agreement) with respect to the terms of this Agreement, the charter documents of such Grantor, Securities Account or the Loan DocumentsCommodity Account; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Administrative Agent to hold as, Security Collateral Agent andand shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Administrative Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the toccurrence and during the continuance of a Default under Section 6.01(a) or (f) of the Credit Agreement or an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i15(a)(i) shall, upon notice to such Grantor by the Administrative Agent, cease and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 15(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Administrative Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 15(b) shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Administrative Agent as Security Collateral in the same form as so received (with any necessary indorsement). (iii) The Administrative Agent shall be authorized to send to each Securities Intermediary or Commodity Intermediary as defined in and under any Security Control Agreement a Notice of Exclusive Control as defined in and under such Security Control Agreement.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent consistent with the terms of this Agreement, the charter documents of such Grantor, or Indenture and the Loan other Noteholder Documents; provided provided, however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute a breach (i) is inconsistent with the terms of its obligations the Noteholder Documents, or (ii) could adversely affect in any material respect the rights and remedies of any of the Noteholder Collateral Agent or the other Secured Parties under this Agreement or the Loan Documents; andIndenture or any other Noteholder Document or the ability of the Secured Parties to exercise the same. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Noteholder Documents; provided, including however, that any and all all: (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; and (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; , and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be, and shall be forthwith delivered to the Noteholder Collateral Agent and(unless required to be delivered to the Bank Collateral Agent pursuant to the Intercreditor Agreement) to hold as Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Noteholder Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Noteholder Collateral Agent (unless required to be delivered to the Bank Collateral Agent pursuant to the Intercreditor Agreement) as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Noteholder Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i11(a)(i) shall, upon notice to such Grantor by the Noteholder Collateral Agent, cease, and 2.10(a)(ii(y) to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in the Noteholder Collateral Agent (or the Bank Collateral Agent, if required pursuant to the Intercreditor Agreement), which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 11(b) shall be received in trust for the benefit of the Noteholder Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Noteholder Collateral Agent as Security Collateral in the same form as so received (with any necessary indorsement). (c) Upon the occurrence and during the continuation of an Event of Default, the Noteholder Collateral Agent (or the Bank Collateral Agent, if required pursuant to the Intercreditor Agreement) shall be authorized to exercise exclusive Control over all Deposit Accounts, Securities Accounts and Commodity Accounts.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event shall have occurred and be continuingacceleration with respect to any series of Securities is in existence: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under this Agreement or the Loan DocumentsIndenture; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event So long as any series of Securities has been accelerated and such acceleration has not been rescinded as provided in the Indenture, and so long as such Grantor shall have occurred and be continuingreceived notice to such effect from the Security Trustee, to the extent such notice is permitted by applicable law, any and all distributions, dividends and interest paid in respect of the Equity Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent Security Trustee and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsement). (c) During So long as any series of Securities has been accelerated and such acceleration has not been rescinded as provided in the continuance of an Enforcement EventIndenture, and so long as such Grantor shall have received a notice to such effect from the Security Trustee, to the extent such notice is permitted by applicable law, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.to

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreementpurpose; provided, the charter documents of such Grantorhowever, or the Loan Documents; provided that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach of its obligations under the Loan Documents; andMaterial Adverse Effect. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsementindorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default: (i) All rights of each Grantor (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i15(a)(i) shall, upon notice to such Grantor by the Collateral Agent, cease and 2.10(a)(ii(y) shall to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 15(a)(ii) shall, upon notice from the Collateral Agent, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and hold as Security Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by any Grantor contrary to the provisions of paragraph (i) of this Section 15(b) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor and shall be forthwith paid over to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part thereof for any purpose. (ii) Each Grantor shall be entitled to receive and retain any and all dividends, interest and other distributions paid in respect of the Equity Security Collateral pledged by of such Grantor for any purpose if and to the extent that the payment thereof (or retention by Grantor) is not inconsistent with otherwise prohibited by the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and (ii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred and be continuing, any and all distributionsdividends, dividends interest and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest shall constitute Collateral and, to the extent in the form of indebtedness evidenced by promissory notes or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution instruments or in connection with a reduction the form of capitalEquity Interests, capital surplus or paid-in surplus; shall be, and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor Agent and be forthwith delivered (no later than the fifteenth day after the end of the month in which received by such Grantor) to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of an Enforcement Event, all rights of each enabling such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 2.10(a)(iparagraph (i) above and 2.10(a)(iito receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsabove.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event ----------------------------- of Default shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to all the Security Collateral or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Agreement or the other Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends distributions and interest paid in respect of the Equity Collateral pledged by such GrantorSecurity Collateral; provided, including however, that any and all -------- ------- (iA) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, and assets received or receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in in-surplus; and , and (iiiC) cash paid, paid or payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Agent to hold as, Security Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property and assets or funds of such Grantor and shall be forthwith delivered to the Agent as Security Collateral Agent in the same form as so received (with any necessary endorsementindorsement or assignment). Each Grantor promptly upon the request of the Agent, shall execute such documents and do such acts as may be necessary or desirable in the judgment of the Agent to give effect to this clause (ii). (ciii) During The Agent shall execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may request for the purpose of enabling such Grantor to exercise the voting and other consensual rights that it is entitled to exercise pursuant to subparagraph (i) of this Section 13(a) and to receive the dividends, distributions or interest payments that it is authorized to receive and retain pursuant to clause (ii) of this Section 13(a). (b) Upon the occurrence and during the continuance of an Enforcement Event, all Event of Default and upon exercise of foreclosure remedies by the Agent under Section 19 hereof: (i) All rights of each Grantor to (A) exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to subparagraph (i) of Section 2.10(a)(i13(a) shall, upon notice to such Grantor by the Agent, cease and 2.10(a)(ii(B) receive the dividends, interest payments and other distributions that it would otherwise be authorized to receive and retain pursuant to subparagraph (ii) of Section 13(a) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsrights and to receive and retain as Security Collateral such dividends, interest payments and other distributions. (ii) All dividends, interest payments and other distributions that are received by any Grantor contrary to the provisions of clause (i) of this Section 13(b) shall be received in trust for the benefit of the Agent, shall be segregated from other property and assets or funds of such Grantor and shall be forthwith paid over to the Agent as Security Collateral in the same form as so received (with any necessary indorsement or assignment).

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default Notice shall have been delivered to the Issuer and no Acceleration Default shall have occurred and be continuing: (i) Each Grantor of the Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to all or any part of the Equity Security Collateral and Beneficial Interest Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, Grantor or the Loan DocumentsIndenture; provided provided, however, that such Grantor shall not exercise or shall refrain from exercising any such right if in its judgment such action would constitute have a breach material adverse effect on the value of its obligations under all or any part of the Loan DocumentsSecurity Collateral or the Beneficial Interest Collateral; and (ii) The Collateral Agent Security Trustee shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i). (b) After an Enforcement Whether or not any Default or Event of Default shall have occurred and be continuingoccurred, any and all distributions, dividends and interest paid in respect of the Equity Security Collateral and Beneficial Interest Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be paid into the Collections Account or shall be forthwith delivered to the Collateral Agent Security Trustee, as applicable and, if received by such Grantor, shall be received in trust for the benefit of the Collateral AgentSecurity Trustee, be segregated from the other property or funds of such Grantor and be forthwith paid to the Collections Account or delivered to the Collateral Agent Security Trustee in the same form as so received (with any necessary endorsementindorsement). (c) During Upon the delivery of a Default Notice to any Issuer Group Member or during the continuance of an Enforcement EventAcceleration Default, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i2.12(a)(i) and 2.10(a)(ii2.12(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral AgentSecurity Trustee, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights.

Voting Rights; Dividends; Etc. (a) So long as no Enforcement Event Default ------------------------------ shall have occurred and be continuing: (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to all the Security Collateral of such Grantor or any part of the Equity Collateral pledged by such Grantor thereof for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documentspurpose; provided however, that such Grantor shall will not exercise or shall refrain from exercising any such right if such action would constitute have a breach material adverse effect on the value of its obligations under the Loan Documents; andSecurity Collateral or any part thereof. (ii) The Collateral Agent Each Grantor shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i). (b) After an Enforcement Event shall have occurred receive and be continuing, retain any and all distributionsdividends, dividends interest and interest other distributions paid in respect of the Equity Security Collateral pledged of such Grantor if and to the extent that the payment thereof is not otherwise prohibited by such Grantorthe terms of the Loan Documents; provided, including however, that any and all all (iA) distributionsdividends, dividends interest and interest other distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; , (iiB) distributions, dividends and other distributions paid or payable in cash in respect of such any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral (other than in respect of any Subsidiary of the Borrower as provided in Section 5.02(e)(iii) of the Credit Agreement) in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and in-surplus and (iiiC) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such any Security CollateralCollateral (other than in respect of any Subsidiary of the Borrower as provided in Section 5.02(e)(iii) of the Credit Agreement) shall be, Membership Interest Collateral or Beneficial Interest Collateral and shall be forthwith delivered to the Collateral Agent andto hold as, Security Collateral and shall, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent as Security Collateral in the same form as so received (with any necessary endorsement). (ciii) During The Collateral Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the continuance purpose of an Enforcement Event, all rights of each enabling such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be is entitled to exercise pursuant to Section 2.10(a)(iparagraph (i) above and 2.10(a)(iito receive the dividends or interest payments that it is authorized to receive and retain pursuant to paragraph (ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rightsabove.