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

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 7.1. So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2. Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received the Lender or its designated agent (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3. Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. (a) So 6.1 As long as no Event of Default (as defined in Section 11) shall have occurred and be continuing: (ia) Pledgor Pledgors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or and the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that each Pledgor shall give Secured Party Collateral Agent at least five -------- ------- Business Days' (5) days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, exercise any such right. It is understood; provided, further, however, that neither (Ai) the voting by a Pledgor of any Pledged Shares for for, or a Pledgor's ’s consent to to, the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (Bii) a Pledgor's ’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement (including, without limitation, impairing in any material manner the Pledged Collateral or the material rights of any of the Secured Parties), within the meaning of this Section 7(a)(i6.1(a), and no notice of any such voting or consent need be given to Secured Party;Collateral Agent. (iib) Pledgor The Pledgors shall be entitled to receive and retain, and to utilize free and clear of the lien Lien of this Agreement, any and all dividends dividends, distributions, principal and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) all dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, equity securities shall be, and shall be forthwith be delivered to Secured Party Collateral Agent to hold as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured PartyCollateral Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and. (iiic) Secured Party shall promptly In order to permit the Pledgors to exercise the voting and other rights which they are entitled to exercise pursuant to Section 6.1(a) above and to receive the dividends, distributions, principal or interest payments which they are authorized to receive and retain pursuant to Section 6.1(b) above, Collateral Agent shall, if necessary, upon written request of a Pledgor, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such proxies, dividend payment orders and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboverequest. (bd) Upon the occurrence and during the continuation continuance of an Event of Default: (i) upon Upon written notice from Secured Party Collateral Agent to a Pledgor, all rights of such Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6.1(a) above shall cease, and all such rights shall thereupon become vested in Secured Party who Collateral Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;rights during the continuance of such Event of Default. (ii) Other than amounts to be used by a Pledgor to directly or indirectly make Holdings Ordinary Course Payments permitted to be paid pursuant to subsection 6.5 of the Credit Agreement, all rights of a Pledgor to receive the dividends dividends, distributions, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii6.1(b) above shall cease, cease and all such rights shall thereupon become vested in Secured Party Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, distributions, principal and interest pay ments which are received by Pledgor contrary to payments during the provi sions continuance of paragraph (ii) such Event of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements)Default. (ce) In order to permit Secured Party Collateral Agent to receive all dividends and other distributions to which it may be entitled under Section 6.1(d) above, to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i6.1(d) above, and to receive all dividends dividends, distributions, principal and interest payments and other distributions which it may be entitled to receive under Section 7(a)(ii6.1(b) or Section 7(b)(ii)above, (i) each Pledgor shall promptly shall, if necessary, upon written notice from Collateral Agent, from time to time execute and deliver (or cause to be executed and delivered) to Secured Party all such Collateral Agent appropriate proxies, dividend payment orders and other instruments as Secured Party Collateral Agent may from time reasonably request. (f) All dividends, distributions, principal and interest payments which are received by either Pledgor contrary to time reasonably request and (iithe provisions of Section 6.1(d) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy above shall be effectivereceived in trust for the benefit of Collateral Agent, automatically shall be segregated from other funds of such Pledgor and without shall be forthwith paid over to Collateral Agent as Pledged Collateral in the necessity of same form as so received (with any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereofnecessary endorsement), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 5.1 So long as no Event of Default shall have occurred and be continuing: (i) Pledgor has occurred, the Borrower shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement. 5.2 Any and all stock dividends, liquidating dividends, distribution of property, redemption or the Credit Agreement; provided, however, that Pledgor shall not exercise other distributions made on or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of the Collateral or received in exchange for the Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor as a result of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual merger, consolidation, acquisition or other meeting exchange of stockholders assets to which the Borrower may be a party or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i)otherwise, and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Collateral and, if received by the Borrower, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause Escrow Agent to be executed and delivered) held subject to Pledgor the terms of the Escrow Agreement. 5.3 Upon the occurrence of an Event of Default, at the option of the Lender (subject to applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor Borrower to exercise the voting rights and other consensual rights powers which it the Borrower is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) Subsection 5.1 shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other and/or consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementSenior Debenture Indenture; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor thatif, in Secured Partythe Collateral Agent's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms or violate any provisions of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Senior Debenture Indenture. (iib) So long as no Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive and retainreceive, and to utilize free and clear of the lien Lien of this Agreement, all cash payments of interest and principal paid from time to time with respect to any Pledged Note. (c) So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions of the Senior Debenture Indenture, the Pledgor shall be entitled to receive, and to utilize free and clear of the Lien of this Agreement, all cash dividends and interest paid from time to time in respect of the Pledged Collateral; provided, however, that -------- ------- any and allShares as permitted by the Senior Debenture Indenture. (Ad) Any and all (i) dividends or other distributions and interest and principal payments paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash interest and principal payments permitted under Section 6(b) hereof and cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in substitution of or exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal redemption of, or in redemption substitution of or in exchange for for, any Pledged Collateral, shall be, and shall in each case be forthwith be delivered to Secured Party the Collateral Agent to hold as, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent, the Trustee and the Holders, be segregated from the other property or and funds of the Pledgor and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsements); and. (iiie) Secured Party The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 6(a) through (c) above. (f) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall ceasebe suspended, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights; , and (ii) all rights cash interest and principal payments and dividends or other distributions payable in respect of Pledgor the Pledged Collateral shall be paid to the Collateral Agent and the Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease. (g) Upon the dividends occurrence and interest payments which during the continuance of an Event of Default, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it would otherwise be authorized is entitled to receive and retain exercise pursuant to Section 7(a)(ii6(f) shall cease, above. (h) All interest and principal payments and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which or other distributions that are received by the Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) 6 shall be received in trust for the benefit of Secured Partythe Collateral Agent, shall the Trustee and the Holders, be segregated from the other property or funds of the Pledgor and shall be forthwith be paid over delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So Notwithstanding the pledge of the Pledged Shares set forth in Section 1 hereof, so long as no Event of Default as defined in the Loan Agreement (a "Loan Agreement Default") or Default as defined in the Financing Agreement (a "Financing Agreement Default" and, any Financing Agreement Default or Loan Agreement Default being referred to collectively herein as a "Default") shall have occurred and be continuing: (i) , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, any of the Loan Documents or any of the Credit AgreementFinancing Documents; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral to the Lenders or any part thereof; and providedthereof or be inconsistent with or violate any provisions of this Agreement, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice any of the manner in which it intends to exercise, Loan Documents or any of the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Financing Documents. (iib) Notwithstanding the pledge of the Pledged Notes set forth in Section 1 hereof, so long as no Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash payments of interest and retain, and principal paid from time to utilize free and clear time with respect to the Pledged Notes. (c) Notwithstanding the pledge of the lien of this AgreementPledged Shares set forth in Section 1 hereof, any so long as no Default shall have occurred and be continuing, the Pledgor shall be entitled to receive all cash dividends and interest paid from time to time in respect of the Pledged Collateral; provided, however, that -------- ------- any and allShares. (Ad) Any and all (i) dividends or other distributions and interest or principal paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash interest and principal payments permitted under Section 6(b) hereof and cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralShares, shall be, and shall forthwith in each case be delivered forthwith to Secured Party the Collateral Agent to hold ashold, for its benefit and the ratable benefit of the Lenders, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Collateral Agent, for its benefit and the ratable benefit of Secured Partythe Lenders, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and. (iiie) Secured Party The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (iSection 6(a) above and to receive the dividends, principal or interest payments which it is authorized to receive dividends and retain distributions pursuant to paragraph (iiSections 6(b) and 6(c) above. (bf) All dividends or other distributions and all interest and principal payments which are received by the Pledgor contrary to the provisions of this Section 6 shall be received in trust for the Collateral Agent, for its benefit and the ratable benefit of the Lenders, shall be segregated from other funds of the Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (g) Upon the occurrence and during the continuation continuance of an Event of a Default: (i) upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, for its benefit and the ratable benefit of the Lenders, which shall thereupon have the sole right to exercise such voting and other consensual rights;. (iih) Upon the occurrence and during the continuance of a Default, all rights cash payments of Pledgor interest and principal with respect to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, Pledged Notes and all such rights cash dividends or other distributions payable in respect of the Pledged Shares shall thereupon become vested in Secured Party who shall thereupon have be paid directly to the sole right to receive and hold as Pledged Collateral such dividends and interest payments; Agent and (iii) all dividends, principal and interest pay ments which are if received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) Pledgor, shall be received in trust for the Collateral Agent, for its benefit and the ratable benefit of Secured Partythe Lenders, shall be segregated from other funds of Pledgor the Pledgor, and shall be forthwith be paid over to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsements). (cendorsement) In order and the Pledgor's right to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise receive such cash payments pursuant to Section 7(b)(iSections 6(b) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii6(c) or Section 7(b)(ii), (i) Pledgor hereof shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationscease.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or Pledged Debt or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor Grantor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor Grantor that, in Secured Party's ’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral Shares or Pledged Debt or any part thereof; and provided, further, that Pledgor Grantor shall give Secured Party at least five -------- ------- Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor Grantor of any Pledged Shares for or Pledgor's Grantor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(isubsection 11(a)(i), and no notice of any such voting or consent need be given to Secured Party;. (ii) Pledgor Grantor shall be entitled to receive and retain, retain and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged CollateralShares or Pledged Debt; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged CollateralShares or Pledged Debt, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares or Pledged Debt in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares or Pledged Debt, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by PledgorGrantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor Grantor and be forthwith delivered to Secured Party as Pledged Collateral Shares or Pledged Debt, as the case may be, in the same form as so received (with all necessary indorsementsendorsements); and. (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor Grantor all such proxies, dividend payment orders and other instruments as Pledgor Grantor may from time to time reasonably request for the purpose of enabling Pledgor Grantor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon Upon written notice from Secured Party to PledgorGrantor, all rights of Pledgor Grantor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(isubsection 11(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;. (ii) all All rights of Pledgor Grantor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(iisubsection 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and. (iii) all All dividends, principal and interest pay ments payments which are received by Pledgor Grantor contrary to the provi sions provisions of paragraph (ii) of this Section 7(bsubsection 11(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Grantor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(isubsection 11(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(iisubsection 11(a)(ii) or Section 7(b)(iisubsection 11(b)(ii), (i) Pledgor Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor Grantor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default (as hereinafter defined) shall have occurred (and be continuing:): (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, or the Credit AgreementLoan Documents; provided, however, that Pledgor shall not not, without Pledgee’s prior written consent, exercise or -------- ------- nor shall it refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with violates the terms of this Agreement Agreement, or any of the Credit Agreement within Loan Documents, (B) impairs the meaning validity or priority of the security position or interests of Pledgee in any manner whatsoever in violation of this Section 7(a)(i)Agreement, and no notice or (C) causes an Event of any such voting or consent need be given to Secured Party;Default. (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all dividends cash dividends, cash distributions, cash interest and interest principal and cash proceeds paid in respect of the its Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence (and during the continuation continuance) of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i5(a)(i) and to receive the dividends, distributions (other than tax distributions), and proceeds which it would otherwise be authorized to receive and retain pursuant to Section 5(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who the Pledgee which shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends dividends, distributions and interest paymentsproceeds; and (iiiii) all All dividends, principal distributions and interest pay ments proceeds which are received by Pledgor contrary to the provi sions provisions of paragraph (iii) of this Section 7(b5(b) shall be received in trust for the benefit of Secured Partythe Pledgee, shall be segregated from other funds of Pledgor and shall be forthwith be paid over to Secured Party the Pledgee as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (iiii) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Pledgee all such proxies, dividend payment orders proxies and other instruments as Secured Party Pledgee may from time to time reasonably request for the purpose of enabling Pledgee to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the cash dividends, interest or other payments which it is authorized to receive pursuant to paragraph (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsabove.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) continuing and Agent shall not have delivered notice to such Pledgor, each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Loan Agreement or the Credit Agreementother Loan Documents; provided, however, that such Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and providedthereof or be inconsistent with or violate any provisions of this Agreement, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice the Loan Agreement or any of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Loan Documents. (iib) So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to receive all cash payments of rent paid from time to time with respect to the Rental Agreements, which shall be deposited in the Dominion Account or Accounts in accordance with the Loan Agreement. (c) So long as no Event of Default shall have occurred and retainbe continuing, and each Pledgor shall be entitled to utilize free and clear receive all cash dividends paid from time to time in respect of the lien Pledged Shares. (d) Except as otherwise provided in Section 8.2.6 of this the Loan Agreement, any and all (i) dividends or other distributions and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest or principal paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash interest and principal payments permitted under Section 6(b) hereof and cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, Shares, (Bii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralShares, shall be, and shall forthwith in each case be delivered forthwith to Secured Party the Agent to hold as, as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured Partythe Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party the Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and. (iiie) Secured Party The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies, dividend payment orders proxies and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (iiSection 6(a) above. (bf) All dividends or other distributions and all interest and principal payments which are received by a Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (g) Upon the occurrence and during the continuation continuance of an Event of Default: (i) upon written Default and delivery of notice from Secured Party to Pledgorthe Agent, all rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;. (iih) Upon the occurrence and during the continuance of an Event of Default, all rights cash payments of Pledgor rent with respect to receive the dividends and interest payments which it would otherwise Rental Agreements shall be authorized paid directly to receive and retain pursuant to Section 7(a)(ii) shall ceasethe Agent and, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are if received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) a Pledgor, shall be received in trust for the benefit of Secured Partythe Agent, shall be segregated from other funds of Pledgor such Pledgor, and shall be forthwith be paid over to Secured Party the Agent as Pledged Collateral in the same form as so received (with any necessary indorsements). (cendorsements) In order and such Pledgor's right to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise receive such cash payments pursuant to Section 7(b)(iSections 6(b) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii6(c) or Section 7(b)(ii), (i) Pledgor hereof shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationscease.

Voting Rights; Dividends; Etc. (a) 7.1. So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2. Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for exemption or otherwise), shall be, and shall forthwith be delivered to Secured Party to hold as, become part of the Pledged Collateral and shalland, if received by the Pledgor, shall be received held in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor Lender and be shall forthwith he delivered to Secured Party as Pledged Collateral the Lender or its designated agent (accompanied by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3. Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. (a) So long Except as no Event set forth in Section 9(b) hereof, Farlxx xxxll be entitled to receive and retain any and all dividends paid in respect of Default shall have occurred the Pledged Collateral, other than any and be continuingall: (i) Pledgor (A) dividends paid or payable other than in cash in respect of, and (B) instruments and other property received, receivable or otherwise distributed in respect of, in substitution for, in addition to or in exchange for any Pledged Collateral; (ii) dividends, extraordinary dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution, in connection with a reduction of capital or any payment other than a normal course dividend; and (iii) cash paid, payable or otherwise distributed in redemption or prepayment of, or in exchange for, any Pledged Collateral, all of which shall be, and all of which shall be forthwith delivered by Farlxx xx the Bank to hold as, Pledged Collateral and shall, if received by Farlxx, xx received in trust for the benefit of the Bank, be segregated from the other property or funds of Farlxx xxx be forthwith delivered to the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence and during the continuance of an Event of Default (as defined in Section 14 hereof) and upon written notice thereof from the Bank to Farlxx, xxe Bank shall be entitled to receive and retain as Pledged Collateral all dividends paid and other distributions made in respect of the Pledged Collateral, whether so paid or made before or after any Event of Default. Any such dividends shall, if received by Farlxx, xx received in trust for the benefit of the Bank, be segregated from the other property or funds of Farlxx, xxd be forthwith delivered to the Bank as Pledged Collateral in the same form as so received (with any necessary endorsement). (c) Farlxx xxxll be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Reimbursement Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2 Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received the Lender or its designated agent (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3 Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of' this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; providedPROVIDED, howeverHOWEVER, that Pledgor shall not if the exercise of any voting or -------- ------- refrain from exercising any such other consensual right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have (A) is out of the ordinary course of business or (B) may cause a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that then such Pledgor shall give Secured Party at least five -------- ------- (5) Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right; and PROVIDED FURTHER, THAT upon any such notice, such Pledgor shall not exercise or refrain from exercising any such right if Secured Party shall have notified such Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Collateral or any part thereof. It is understood, however, that neither (Ax) the voting by such Pledgor of any Pledged Shares for or such Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (By) such Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(iSECTION 6(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; providedPROVIDED, howeverHOWEVER, that -------- ------- any and all: (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable receivable, or otherwise distributed in respect of, or in exchange for, any Pledged Collateral,; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus surplus, or paid-in-surplus, ; and (C) cash paid, payable payable, or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, ; shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by such Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of such Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsementsendorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to any Pledgor all such proxies, dividend payment orders orders, and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph PARAGRAPH (i) above and to receive the dividends, principal principal, or interest payments which it is authorized to receive and retain pursuant to paragraph PARAGRAPH (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to any Pledgor, all rights of such Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(iSECTION 6(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of any Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(iiSECTION 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments payments which are received by any Pledgor contrary to the provi sions provisions of paragraph PARAGRAPH (ii) of this Section 7(bSECTION 6(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of such Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(iSECTION 6(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(iiSECTION 6(a)(ii) or Section 7(b)(iiSECTION 6(b)(ii), (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders orders, and other instruments as Secured Party may from time to time reasonably request request, and (ii) without limiting the effect of the immediately preceding clause CLAUSE (i), each Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges privileges, and remedies to which a holder of the Pledged Shares would be entitled (including including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders shareholders, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations. (d) Notwithstanding any of the foregoing, each Pledgor agrees that this Agreement shall not in any way be deemed to obligate Secured Party or any Lender to assume any of any Pledgor's obligations, duties, expenses, or liabilities arising out of this Agreement (including, without limitation, any Pledgor's obligations as the holder of the Pledged Shares and as holder of the Pledged Interests) or under any and all other agreements now existing or hereafter drafted or executed (collectively, the "PLEDGOR OBLIGATIONS") unless Secured Party or Lender otherwise expressly agrees to assume any or all of said Pledgor Obligations in writing. Without limiting the generality of the foregoing, neither the grant of the security interest in the Collateral in favor of Secured Party as provided herein nor the exercise by Secured Party of any of its rights hereunder nor any action by Secured Party in connection with a foreclosure on the Collateral shall be deemed to constitute Secured Party as a partner of any partnership or a member of any limited liability company; PROVIDED, HOWEVER, THAT in the event Secured Party or any Lender elects to become a substituted partner of any partnership or a member of any limited liability company in place of any Pledgor, Secured Party or such Lender, as the case may be, shall be entitled to and shall become such a substitute partner or member.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor , the Leasing Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, including amending, modifying, supplementing or replacing any Telecommunications Asset Agreement, or any part thereof for any purpose not inconsistent with the terms of this Agreement Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Credit AgreementConvertible Note Indenture or any Convertible Note Collateral Documents; provided, however, provided that Pledgor the Leasing Company shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on be inconsistent with or violate any provisions of this Security Agreement, the value of the Pledged Collateral Senior Note Indenture or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, other Senior Note Collateral Document or the reasons for refraining Convertible Note Indenture or any Convertible Note Collateral Documents. (b) All payments made from exercisingtime to time on, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at Collateral, whether interest, principal, dividends, distributions or otherwise, shall constitute Collateral and shall be delivered to the applicable Trustee for deposit in the Leasing Company Escrow Account. (c) All payments made from time to time on, or with respect to a Telecommunications Asset Agreement, Intercompany Notes, Qualified Investments (other than Excluded Qualified Investments) constituting Collateral and Intercompany Notes constituting a Loan or advance made by the Company from the net proceeds of the Senior Notes and any such meeting nor other Intercompany Notes constituting loans or advances to the Leasing Companies, whether lease payments and rents, interest or principal payments, dividends, distributions or otherwise, shall be delivered to the applicable Trustee for deposit in the Leasing Company Escrow Account or the Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated. (Bd) Pledgor's consent So long as no Event of Default shall have occurred and be continuing, and subject to the other terms and conditions hereof and of the Senior Indenture or approval of any action otherwise permitted under this Agreement the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Credit Agreement shall be deemed inconsistent with Senior Note Indenture has been satisfied and discharged, the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor Leasing Company shall be entitled to receive and retainreceive, and to utilize free and clear of the lien Liens of this Security Agreement, any and all dividends and interest paid payments ("Unrestricted Payments") made from time to time with respect to Intercompany Notes not described in respect of the Pledged Section 7(b) above ("Unrestricted Collateral; provided"), howeverwhether interest, that -------- ------- any and allprincipal, dividends, distributions or otherwise. (Ae) dividends The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and interest paid or payable other than in cash in respect of, the Senior Note Indenture has been satisfied and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (Bdischarged) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor the Leasing Company all such proxies, dividend payment orders proxies and other instruments as Pledgor the Leasing Company may from time to time reasonably request for the purpose of enabling Pledgor the Leasing Company to exercise the voting and other consensual rights which that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (iiSection 7(a) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) continuing and Agent shall not have delivered notice to such Pledgor, each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Loan Agreement or the Credit Agreementother Loan Documents; provided, however, that such Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and providedthereof or be inconsistent with or violate any provisions of this Agreement, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice the Loan Agreement or any of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Loan Documents. (iib) So long as no Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to receive all cash payments of rent paid from time to time with respect to the Rental Agreements, which shall be deposited in the Dominion Account or Accounts in accordance with the Loan Agreement. (c) So long as no Event of Default shall have occurred and retainbe continuing, and each Pledgor shall be entitled to utilize free and clear receive all cash dividends paid from time to time in respect of the lien Pledged Shares. (d) Except as otherwise provided in Section 7.2.6 of this the Loan Agreement, any and all (i) dividends or other distributions and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest or principal paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash interest and principal payments permitted under Section 6(b) hereof and cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, Shares, (Bii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralShares, shall be, and shall forthwith in each case be delivered forthwith to Secured Party the Agent to hold as, as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of Secured Partythe Agent, be segregated from the other property or funds of Pledgor such Pledgor, and be forthwith delivered to Secured Party the Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and. (iiie) Secured Party The Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies, dividend payment orders proxies and other instruments as such Pledgor may from time to time reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (iiSection 6(a) above. (bf) All dividends or other distributions and all interest and principal payments which are received by a Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of the Agent, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (g) Upon the occurrence and during the continuation continuance of an Event of Default: (i) upon written Default and delivery of notice from Secured Party to Pledgorthe Agent, all rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Agent which shall thereupon have the sole right to exercise such voting and other consensual rights;. (iih) Upon the occurrence and during the continuance of an Event of Default, all rights cash payments of Pledgor rent with respect to receive the dividends and interest payments which it would otherwise Rental Agreements shall be authorized paid directly to receive and retain pursuant to Section 7(a)(ii) shall ceasethe Agent and, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are if received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) a Pledgor, shall be received in trust for the benefit of Secured Partythe Agent, shall be segregated from other funds of Pledgor such Pledgor, and shall be forthwith be paid over to Secured Party the Agent as Pledged Collateral in the same form as so received (with any necessary indorsements). (cendorsements) In order and such Pledgor's right to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise receive such cash payments pursuant to Section 7(b)(iSections 6(b) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii6(c) or Section 7(b)(ii), (i) Pledgor hereof shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationscease.

Voting Rights; Dividends; Etc. (aA) So long as no In the absence of the occurrence of an Event of Default. In the absence of the occurrence and continuation of an Event of Default shall have occurred and be continuing:(as hereinafter defined): (i) The Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement (including Section 5) or any agreement giving rise to any of the Credit AgreementObligations; provided, however, that the Pledgor shall not exercise exercise, or -------- ------- refrain from exercising exercising, any such right or power if Secured Party shall have notified Pledgor that, in Secured Party's judgment, any such action would have a material adverse effect on the value of the such Pledged Collateral Securities or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, CoBank shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to the Pledgor; (iii) The Pledgor shall not be entitled to receive and retain, and to utilize free and clear retain cash dividends paid on Pledged Securities without the prior written consent of CoBank if such payment is in violation of the lien limitations on dividends set forth in Section 14(J) of this the Loan Agreement, . CoBank may require any such cash dividends to be delivered to CoBank as additional security hereunder or applied toward the satisfaction of the Secured Obligations; (iv) Any and all dividends and interest paid stock and/or liquidating dividends, other distributions in property, return of capital or other distributions made on or in respect of the Pledged Collateral; providedSecurities, howeverwhether resulting from an increase or reduction of capital, that -------- ------- a subdivision, combination or reclassification of outstanding capital stock of any and all (A) dividends and interest paid corporation, capital stock of which is pledged hereunder, or payable other than received in cash exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, spin-off, split-off or options, warrants, or rights, whether as an addition to, or in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, substitution or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any the Pledged Collateral, or otherwise, or dividends or distribution of any sort, or other exchange of assets or on the liquidation, whether voluntary or involuntary, of any issuer of the Pledged Securities, or otherwise, shall bebe and become part, and shall forthwith be delivered to Secured Party to hold as, of the Pledged Collateral and shallpledged hereunder and, if received by the Pledgor, be received then the Pledgor shall accept the same as CoBank's agent, in trust for the benefit of Secured PartyCoBank, be segregated from the other property or funds of Pledgor and be shall deliver them forthwith delivered to Secured Party as Pledged Collateral CoBank in the same exact form received with, as so received (with all necessary indorsements)applicable, the Pledgor's endorsement when necessary, or appropriate stock powers duly executed in blank, to be held by CoBank, subject to the terms hereof; as part of the Pledged Collateral; and (iiiv) Secured Party CoBank shall promptly execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to Pledgor the Pledgor, as appropriate, all such proxies, powers of attorney, dividend payment orders and other instruments as the Pledgor reasonably may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other and/or consensual rights and powers which it the Pledgor is entitled to exercise pursuant to paragraph (iA)(i) above and and/or to receive any dividends which the dividends, principal or interest payments which it Pledgor is authorized to receive and retain pursuant to paragraph (iiA)(iii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 7.1. So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2. Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for exemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received the Lender or its designated agent (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3. Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. The Debtor agrees: (ai) So so long as no Event of Default shall have occurred and be continuing: (i) Pledgor occurred, the Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor the Debtor shall not exercise or -------- ------- refrain from exercising any such right if if: (A) such action would modify or in any way adversely change the Debtor's or the Secured Party's rights under the Pledged Property or any part thereof or (B) the Secured Party, acting reasonably, shall notify the Debtor that in the Secured Party's sole judgment such action would modify or in any way adversely change the Debtors or the Secured Party's rights under the Pledged Property or any part thereof. (ii) after any Default of the nature referred to in Section 6(ix) or (x) of the Note, Stock Purchase and Warrant Agreement or an Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Debtor and without any request therefor by the Secured Party, to deliver (properly endorsed where required hereby or requested by the Secured Party) to the Secured Party all dividends, distributions, all interest, all principal, all other cash payments, and all proceeds of the Pledged Property, all of which shall be held by the Secured Party for use in accordance with Section 13.1; and (iii) after any Event of Default shall have occurred and be continuing and the Secured Party has notified the Debtor of the Secured Party's intention to exercise its voting power under this Section 10.4: (A) the Secured Party may exercise (to the exclusion of the Debtor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other shares of capital stock constituting Pledged Property and the Debtor hereby grants the Secured Party an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Pledged Property; and (B) promptly to deliver to the Secured Party such additional proxies and other documents as may be necessary to allow the Secured Party to exercise such voting power. All dividends, distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by the Debtor but which Debtor is then obligated to deliver to the Secured Party, shall, until delivery to the Secured Party, be held by the Debtor separate and apart from its other property in trust for the Secured Party. The Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Secured Party shall have notified Pledgor thatgiven the notice referred to in Section 10.4(d), in Secured Party's judgment, such action would the Debtor shall have a material adverse effect on the value exclusive voting power with respect to any shares of capital stock (including any of the Pledged Collateral or any part thereof; Shares) constituting Pledged Property and provided, further, that Pledgor shall give the Secured Party at least five -------- ------- Business Days' prior shall, upon the written notice request of the manner in Debtor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Debtor which it intends are necessary to exercise, or allow the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the Debtor to exercise voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or power with respect to incidental matters at any such meeting nor share of capital stock (B) Pledgor's consent to or approval of including any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged CollateralShares) constituting Pledged Property; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect ofno vote shall be cast, or in exchange forconsent, waiver, or ratification given, or action taken by the Debtor that would impair any Pledged Collateral, (B) dividends and other distributions paid Property or payable in cash in respect of be inconsistent with or violate any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) provision of this Section 7(b) shall be received in trust for Agreement, the benefit of Secured PartyNotes or the Note, shall be segregated from other funds of Pledgor Stock Purchase and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements)Warrant Agreement. (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no The Pledgee agrees that unless an Event of Default under the Note shall have occurred and be continuing: (i) Pledgor , the Pledgee shall be entitled have no voting power or entitlement to exercise any and all voting and other consensual rights pertaining cash dividends, if any, with respect to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; providedShares. Cash dividends, howeverif any, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect paid on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent the Pledged Shares subsequent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement Escrow Release Date shall be deemed inconsistent held (and invested and reinvested) by the Custodian as Collateral in accordance with the terms and conditions provided in this Agreement. Upon the occurrence and continuation of this Agreement or an Event of Default under the Credit Agreement within Note, and the meaning Pledgee's notification of the Pledgor of its intention to exercise its voting power under this Section 7(a)(i)5: (a) The Pledgee may exercise the voting power and all other incidental rights of ownership with respect to any Pledged Shares; and (b) The Pledgor shall promptly deliver to the Pledgee such other documents as may be reasonably necessary to allow the Pledgee to exercise such voting power. The Pledgee agrees that unless an Event of Default under the Note shall have occurred and be continuing, the Pledgor shall have the exclusive voting power with respect to any shares of capital stock (other than Pledged Shares which are non-voting) constituting Collateral and no notice the Pledgee shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any such voting or consent need be given to Secured Party; share of capital stock (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of other than the Pledged Shares which are non-voting as aforesaid) constituting Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect ofno vote shall be cast, or in exchange forconsent, waiver, or ratification given, or action taken by the Pledgor that would impair any Pledged Collateral, (B) dividends and Collateral or be inconsistent with or violate any provision of this Agreement. The Pledgor shall give the Pledgee written notice of its intention to cast any vote, give any consent, waiver, or ratification, or take any other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party action as Pledged Collateral provided in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause preceding sentence. Absent any written response by the Pledgee to be executed and delivered) the contrary prior to Pledgor all the end of the fifth business day following receipt of such proxiesnotice by the Pledgee, dividend payment orders and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and cast any vote, give any consent, waiver, or ratification, or take any other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary action without liability to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements)Pledgee. (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. with respect to Pledged Securities. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor , Parent shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Securities or any part thereof for any purpose not inconsistent with prohibited by the terms of this Agreement or Agreement, including, without limitation, the Credit Agreement; providedright to have the Pledged Securities registered in the name of Parent, howeverto the extent the Pledged Securities may be so registered. (b) Parent hereby delivers the certificates evidencing the Pledged Securities to the Lender. Upon the occurrence and during the continuance of an Event of Default, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on at the value option of the Pledged Collateral or any part thereof; and providedLender, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice all rights of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor Parent to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7(a)(i2.5(a) hereof shall cease, and all such rights shall thereupon become vested in Secured Party the Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights;. (iic) So long as no Event of Default shall have occurred and be continuing, subject to Section 2.5(f) hereof and except as otherwise provided in Section 2.5(d) hereof, Parent shall be entitled to receive and retain any dividends, cash, securities, instruments and other Property from time to time paid, payable or otherwise distributed in respect to the Pledged Securities. (d) Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor Parent to receive the dividends dividends, cash, securities, instruments and interest payments which other Property that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii2.5(c) hereof shall cease, cease and all such rights to dividends, cash, securities, instruments and other Property shall thereupon become be vested in Secured Party the Lender, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal cash, securities, instruments and interest pay ments which other Property. All dividends, cash, securities, instruments and other Property that are received by Pledgor contrary to Parent in contravention of the provi sions of paragraph (ii) provisions of this Section 7(b2.5(d) shall be received in trust for the benefit of Secured Partythe Lender, shall be segregated from other Property or funds of Pledgor Parent and shall be forthwith be paid over delivered to Secured Party the Lender, as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement and documents of transfer). (ce) In order Parent hereby irrevocably appoints the Lender, upon the occurrence and during the continuance of an Event of Default, as its proxy holder with respect to permit Secured Party to exercise the voting Pledged Securities with full power and other consensual rights which it may be entitled to exercise authority, pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect written instructions of the immediately preceding clause (i)Lender, Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Securities and otherwise act with respect to exercise all the Pledged Securities on behalf of Parent. This proxy is coupled with an interest and shall be irrevocable for so long as any of the Obligations remain in existence. (f) Parent agrees that it will cause the issuers of the Pledged Securities not to issue any capital stock or limited partnership interests or options, warrants, convertible securities or other rights, powerscontingent or absolute, privileges and remedies to which a holder of acquire any capital stock, whether in addition to, by stock dividend or other distribution upon, or in substitution for, the Pledged Shares would be entitled (including giving Securities, or withholding written consents of shareholdersotherwise, calling special meetings of shareholders and voting at unless such meetings)stock, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares instruments or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationssecurities are forthwith pledged as herein provided.

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2 Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral the Lender or its designated and shall, if received agent (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3 Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor , the Company shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Stock and the Qualified Investments constituting Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement Security Agreement, the Senior Note Indenture or any other Senior Note Collateral Document or the Credit AgreementConvertible Note Indenture or any Convertible Note Collateral Document; provided, however, provided that Pledgor the Company shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on be inconsistent with or violate any provisions of this Security Agreement, the value of the Pledged Collateral Senior Note Indenture or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, other Senior Note Collateral Document or the reasons for refraining Convertible Note Indenture or any Convertible Note Collateral Document. (b) All payments made from exercisingtime to time on, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to, Pledged Stock constituting Capital Stock of Leasing Companies and Qualified Investments constituting Collateral and Intercompany Notes constituting a loan or advance made by the Company from the net proceeds of the Senior Notes and any other Intercompany Notes constituting loans or (c) So long as no Event of Default shall have occurred and be continuing, and subject to incidental matters at any such meeting nor (B) Pledgor's consent to the other terms and conditions hereof and of the Senior Note Indenture or approval of any action otherwise permitted under this Agreement the Convertible Note Indenture if the Senior Notes are no longer outstanding and the Credit Agreement shall be deemed inconsistent with Senior Note Indenture has been satisfied and discharged, the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor Company shall be entitled to receive and retainreceive, and to utilize free and clear of the lien security interest and Liens of this Security Agreement, any all payments ("Unrestricted Payments") made from time to time on or with respect to Pledged Stock not described in Section 7(b) above and all dividends and interest paid Intercompany Notes not described in respect of the Pledged Section 7(b) above ("Unrestricted Collateral; provided"), howeverwhether interest, that -------- ------- any and allprincipal, dividends, distributions or otherwise. (Ad) dividends The Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and interest paid or payable other than in cash in respect of, the Senior Note Indenture has been satisfied and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (Bdischarged) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor the Company all such proxies, dividend payment orders proxies and other instruments as Pledgor the Company may from time to time reasonably request for the purpose of enabling Pledgor the Company to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 7(a) and (c) above. (e) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of the Company to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent on behalf of, or if necessary, directly in, the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged), which shall thereupon have the sole right to exercise such voting and other consensual rights; , and (ii) all rights of Pledgor Unrestricted Payments shall constitute Collateral and shall be paid directly to the Collateral Agent and the Company's right to receive the dividends and interest such payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii7(c) hereof shall cease, immediately cease and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) Unrestricted Payments shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral deposited in the same form as so received (with any necessary indorsements)Company Senior Note Escrow Account or the Convertible Note Escrow Account, if the Company Senior Note Escrow Account Agreement has been terminated. (cf) In order to permit Secured Party to exercise Upon the voting occurrence and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii)during the continuance of an Event of Default, (i) Pledgor the Company shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Collateral Agent and/or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) all such proxies, dividend payment orders proxies and other instruments as Secured Party the Collateral Agent and/or the applicable Trustee may from time to time reasonably request and (ii) without limiting for the effect purpose of enabling the Collateral Agent and/or the applicable Trustee to exercise or cause the exercise of the immediately preceding clause voting and other rights that it is entitled to exercise pursuant to Section 7(e) above. (ig) All interest and principal payments, all dividends and distributions and all other payments that are received by the Company contrary to the provisions of this Section 7 shall be received in trust for the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, shall be segregated from the other property or funds of the Company and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements or other instruments of transfer or assignment in blank), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy payments shall be effective, automatically and without deposited in the necessity of any action Company Senior Note Escrow Account or the Company Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated. (including any transfer of any Pledged Shares on the record books of the issuer thereofh) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an So long as no Event of Default shall have occurred and be continuing, neither the Collateral Agent nor the Trustees shall be under any obligation to collect, attempt to collect, protect or enforce the Collateral, which proxy the Company agrees and undertakes to do at the Company's expense; provided that the Collateral Agent and the Trustees shall only terminate cooperate with the Company and take all such action as the Company may reasonably request to permit the Company to collect, protect or enforce the Collateral. All reasonable expenses (including, without limitation, attorneys' fees and legal expenses) actually incurred or paid by the Collateral Agent and the Trustees in connection with or incident to any such collection or attempt to collect, protect or enforce the Collateral shall be borne by the Company or reimbursed by the Company to the Collateral Agent or the applicable Trustee upon demand. (i) At the payment in full Collateral Agent's or the applicable Trustee's option, exercisable upon and during the continuance of any Event of Default, either the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) may notify the obligors of the Secured Intercompany Notes constituting Collateral (including Unrestricted Collateral), the Issuers and the issuers or other obligors of the Qualified Investments constituting Collateral that any and all payments and distributions to be made on such Intercompany Notes, the Pledged Stock and such Qualified Investments, whether constituting Unrestricted Collateral or otherwise, shall be made directly to the Collateral Agent or the applicable Trustee, and the Company hereby directs the obligors of such Intercompany Notes, the issuers or other obligors of such Qualified Investments to pay and deliver over to the Collateral Agent or the Senior Note Trustee (or the Convertible Note Trustee if the Senior Notes are no longer outstanding and the Senior Note Indenture has been satisfied and discharged) all payments and distributions to be made on such Intercompany Notes, the Pledged Stock and such Qualified Investments, until such obligors or issuers are notified in writing by the applicable Trustee or the Collateral Agent to discontinue making such payments to it; and such obligors and issuers shall not be required to see to the application of said proceeds by the Trustees or the Collateral Agent. All such payments shall be deposited by such Trustee or the Collateral Agent into the Company Senior Note Escrow Account (or the Company Convertible Note Escrow Account if the Company Senior Note Escrow Account Agreement has been terminated) and held as additional Collateral for the Obligations.. If at any time the Collateral Agent or a Trustee shall have notified the obligors of the Intercompany Notes constituting Unrestricted Collateral or the Issuers of Pledged Stock constituting Unrestricted

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to exercise any and all voting and other and/or consensual rights pertaining and powers accruing to an owner of the Pledged Collateral or any part thereof Shares for any purpose not inconsistent with (a) the terms provisions of this Pledge Agreement or and the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on Note and (b) the preservation of the value of and Pledgee’s security interest in the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Shares. (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, If any and or all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, Shares shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral have been registered in the same form as so received name (with all necessary indorsements); and (iiis) Secured Party of Pledgee and/or any of its nominees, Pledgee shall promptly execute and deliver (to Pledgor, or cause to be so executed and delivered) to Pledgor , all such proxies, powers of attorney, dividend payment orders and such other instruments and writings as Pledgor may from time to time reasonably request for to enable it, subject to the purpose provisions of enabling Pledgor Section 6(b) hereof, to exercise the voting rights and other consensual rights powers to which it is entitled to exercise pursuant to paragraph under the provisions of paragraphs (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboveof this Section 5(a). (b) Upon the occurrence and during the continuation continuance of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to and powers described in paragraph (i) of Section 7(a)(i5(a) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right Pledgee; provided however, that Pledgor may thereafter continue to exercise any and all such voting and other consensual rights;rights and powers until such time as Pledgee shall notify Pledgor in writing that Pledgee intends to assume and exercise the same. (iic) all rights Any cash dividends or other distributions of Pledgor any kind whatsoever received by the Pledgor, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or otherwise, shall be and become part of the Pledged Shares pledged hereunder and shall immediately be delivered to receive the Pledgee to be held subject to the terms hereof provided if such dividends and interest payments which it would otherwise or distributions are monies, they shall be authorized to receive and retain held by the Bank as Cash Collateral pursuant to Section 7(a)(ii) shall cease, the Loan Agreement and the Pledge Agreement (Deposit Account). Any and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive money and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are other property received by Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) 5 shall be received held by Pledgor in trust for the benefit of Secured PartyPledgee, shall be segregated by Pledgor from Pledgor’s other funds of Pledgor and property and shall forthwith promptly be paid over delivered to Secured Party as Pledged Collateral Pledgee in exactly the same form as so received (with by Pledgor, except for any necessary indorsements)endorsements. (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Until the occurrence of an Event of Default shall have occurred and be continuing: (i) delivery of notice to Pledgor by Lender, Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Loan Agreement or the Credit Agreementother Financing Agreements; provided, however, that Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and providedthereof or be inconsistent with or violate any provisions of this Agreement, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice the Loan Agreement or any of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Financing Agreements. (iib) So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and retain, and all cash dividends paid from time to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid time in respect of the Pledged Collateral; provided, however, that -------- ------- any and allShares. (Ac) Any and all (i) dividends or other distributions and interest or principal paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash interest and principal payments permitted under Section 6(b) hereof and cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash received, receivable or otherwise distributed in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for or upon the sale of, any Pledged CollateralShares, shall be, and shall forthwith in each case be delivered forthwith to Secured Party Lender to hold as, as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyLender, be segregated from the other property or funds of Pledgor Pledgor, and be forthwith delivered to Secured Party Lender as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and. (iiid) Secured Party Lender shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders proxies and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (iiSection 6(a) above. (be) All dividends or other distributions and all interest and principal payments which are received by Pledgor contrary to the provisions of this Section 6 shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Pledged Collateral in the same form as so received (with any necessary endorsement). (f) Upon the occurrence and during the continuation continuance of an Event of Default: (i) upon written Default and notice from Secured Party Lender to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) hereof shall cease, and all such rights shall thereupon become vested in Secured Party who Lender which shall thereupon have the sole right to exercise such voting and other consensual rights;. (iih) Upon the occurrence and during the continuance of an Event of Default, all rights cash dividends or other distributions payable in respect of Pledgor the Pledged Shares shall be paid directly to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall ceaseLender and, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are if received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) Pledgor, shall be received in trust for the benefit of Secured PartyLender, shall be segregated from other funds of Pledgor Pledgor, and shall be forthwith be paid over to Secured Party Lender as Pledged Collateral in the same form as so received (with any necessary indorsements). (cendorsements) In order and Pledgor's right to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise receive such cash payments pursuant to Section 7(b)(iSections 6(b) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii6(c) or Section 7(b)(ii), (i) Pledgor hereof shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationscease.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (iSubject to Section 6(d) hereof, Pledgor shall be entitled to exercise ------------ any and all voting voting, corporate --26-- and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreementthereof; provided, however, that Pledgor shall not exercise or shall refrain -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would or inaction could have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice thereof or affect the priority or perfection of the manner in which it intends to exercise, Lender's Lien thereon or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms or violate any provisions of this Agreement (including without limitation, Section 11 hereof), the Loan Agreement or any of the Credit Agreement within other Loan Documents. ---------- Subject to Section 6(d) hereof, Lender shall execute and deliver (or cause to be ------------ executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the meaning purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to this Section 7(a)(i6(a). ------------ (b) Subject to Section 6(d) hereof, and no notice of any such voting or consent need be given to Secured Party; (ii) the extent permitted by the ------------ Loan Agreement, Pledgor shall be entitled to receive and retain, and all cash dividends paid from time to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid time in respect of the Pledged Collateral; providedShares in the normal course of business of Issuers to the extent permitted under the Loan Agreement, howeverincluding, that -------- ------- any and allwithout limitation, Section 5(i) thereof. (Ac) Any and all (i) dividends and interest or other distributions paid or payable other than in cash in respect of, and the form of instruments and other property (other than cash dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in ------------ respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged CollateralShares, shall be, and shall be in each case forthwith be delivered to Secured Party Lender to hold as, be held as Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured PartyLender, be segregated from the other property or funds of Pledgor Pledgor, and be forthwith delivered to Secured Party Lender as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (bd) Upon the occurrence and during the continuation continuance of an Event of Default: , (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to this Section 7(a)(i) ------- 6 hereof and as sole legal and beneficial owner of the Pledged Collateral shall - cease, and all such rights shall thereupon become vested in Secured Party who Lender which shall thereupon have the sole right to exercise such voting and other consensual rights; rights and (ii) all rights cash dividends or other distributions payable in respect of Pledgor the Pledged Shares shall be paid to Lender and Pledgor's right to receive the dividends such payments and interest payments which it would otherwise be authorized to receive and retain distributions pursuant to Section 7(a)(ii6(b) shall cease, hereof and all such rights shall thereupon become vested in Secured Party who shall thereupon have otherwise as sole ------------ legal and beneficial owner of the sole right to receive and hold as Pledged Collateral such dividends and interest payments; andshall immediately cease. (iiie) all dividends, principal and interest pay ments All dividends or other distributions which are received by Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) 6 shall be received in trust for the --------- benefit of Secured PartyLender, shall be segregated from other funds of Pledgor and shall be forthwith be paid over to Secured Party Lender as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2 Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received the Lender or its designated agent (accompanied by Pledgor, be received proper instruments of assignment and/or stock powers executed by the Pledgor in trust for accordance with the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iiiLender's instructions) Secured Party shall promptly execute and deliver (or cause to be executed held subject to the terms of this Pledge Agreement. 7.3 Upon the occurrence of an Event of Default and delivered) so long as such Event of Default shall continue, at the option of the Lender (subject to Pledgor applicable law), all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for rights of the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) 7.1 shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party or received by the Lender pursuant to the provisions of this Subsection 7.3 shall be retained by the Lender as part of the Pledged Collateral Collateral, and shall be applied in accordance with the same form as so received (with any necessary indorsements)provisions hereof. (c) In order to permit Secured Party to exercise 7.4 Concurrently with his execution of this Agreement, the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party Lender an irrevocable proxy to vote the Pledged Shares and to exercise all other rightsShares, powers, privileges and remedies to which a holder substantially in the form of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon Exhibit A. After the occurrence and during the continuance of an Event of Default and which Default, the Pledgor shall deliver to the Lender such further evidence of such irrevocable proxy shall only terminate upon the payment in full or such further irrevocable proxies to vote any shares of stock constituting part of the Secured Pledged Collateral as the Lender may request. 7.5 The Lender at any time may extend or renew for one or more periods (whether or not longer than the original period) the Obligations, and grant releases, compromises or indulgences with respect to the Obligations or any extension or renewal thereof or any security therefore or to any obligor hereunder or there under without impairing the Lender's rights, or releasing the Pledgor from its obligations, hereunder.

Voting Rights; Dividends; Etc. (a) So long as no 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 continuingoccurred: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; providedany document, however, that Pledgor shall not exercise agreement or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, instrument entered into in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent connection with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Note. (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, retain any and all cash dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) all other dividends and interest paid Shares, property or payable other than in cash in respect ofotherwise, and instruments and other property received, receivable including dividends representing Shares or otherwise distributed in respect ofliquidating dividends, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid a distribution or payable in cash return of capital upon or in respect of the Pledged Collateral, or any part thereof, or resulting from a split-up, revision or reclassification of the Pledged Collateral in connection with a partial Shares or total liquidation any part thereof, or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or received in exchange for the Pledged Shares or any Pledged Collateralpart thereof as a result of a merger, consolidation or otherwise, shall bebe paid, delivered and shall forthwith be delivered transferred directly to Secured Party to hold asimmediately upon receipt thereof by Pledgor, Pledged Collateral and shallor, if received by Pledgor, be received in trust for the benefit of Secured Party, shall be segregated from the other property or funds of Pledgor and be forthwith delivered to retained by Secured Party as part of the Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboveShares. (b) Upon the occurrence and during the continuation of an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default: (i) upon written notice from Secured Party to Pledgor, all All rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i5(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party Party, who shall thereupon have the sole right to exercise such voting and other consensual rights;. (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise Secured Party shall be authorized entitled to receive and retain pursuant to Section 7(a)(ii) shall cease, any and all such rights shall thereupon become vested cash dividends paid in Secured Party who shall thereupon have respect of the sole right to receive and hold as Pledged Collateral such dividends and interest payments; andCollateral. (iii) all dividends, principal All dividends and interest pay ments other distributions which are received by Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) Agreement shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith be paid over to Secured Party as Pledged Collateral payment in respect of the same form as so received Obligations (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) continuing under the Indenture, the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms or violate any provisions of this Agreement or the Credit Agreement within Indenture. (b) So long as no Event of Default shall have occurred and be continuing under the meaning of this Section 7(a)(i)Indenture, and no notice subject to the other terms and conditions of any such voting or consent need be given to Secured Party; (ii) the Indenture, the Pledgor shall be entitled to receive and retainreceive, and to utilize (subject to the provisions of the Indenture) free and clear of the lien Lien of this Agreement, any all regular and all ordinary cash dividends and interest paid from time to time in respect of the Pledged CollateralShares; provided, however, that -------- ------- the Pledgor will be entitled to receive dividends from GPC sufficient to permit the Pledgor to satisfy its and GPC's ordinary course operating expenses whether or not an Event of Default shall have occurred; provided further, however, that the Pledgor's right to receive and utilize such dividends shall be subject to the terms and conditions of any Bank Credit Facility and allthe Senior Secured Note Indenture. (Ac) dividends Any and all (i) dividends, other distributions, interest and principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, and instruments and other property dividends permitted under Section 6(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall in each case be forthwith be delivered to Secured Party the Collateral Agent to hold as, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent and the Holders, be segregated from the other property or and funds of the Pledgor and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsements); and. (iiid) Secured Party The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 6(a) and 6(b) above. (e) Upon the occurrence and during the continuance of an Event of Default under the Indenture, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights; , and (ii) all rights cash dividends and other distributions payable in respect of Pledgor the Pledged Collateral shall be paid to the Collateral Agent and the Pledgor's right to receive the dividends and interest such cash payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii6(b) hereof shall immediately cease, except as otherwise permitted pursuant to the provisions of Section 6(b) hereof. (f) Upon the occurrence and during the continuance of an Event of Default under the Indenture, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend and interest payment orders and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 6(e) above. (g) All payments of interest, principal or premium and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which other distributions that are received by the Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) 6 shall be received in trust for the benefit of Secured Partythe Collateral Agent and the Holders, shall be segregated from the other property or funds of the Pledgor and shall be forthwith be paid over delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuingcontinuing beyond any applicable notice, grace or cure period: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- or refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured -------- ------- Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither neither (A1) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B2) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all proceeds, dividends and interest paid in respect of the Pledged Collateral; provided, -------- however, that -------- after an Event of Default beyond any notice, grace or cure ------- period, any and all (A) all dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of DefaultDefault beyond any applicable notice, grace or cure period: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments payments which are received by Pledgor contrary to the provi sions provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence and continuation of an Event of Default and which proxy shall only terminate upon cure of the Event of Default or Defaults triggering such proxy the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) 7.1 So long as no Event of Default shall have has occurred and be is continuing: (i) , the Pledgor shall be entitled to exercise any and all voting rights and other consensual rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Pledge Agreement; provided. 7.2 Any and all stock dividends, howeverliquidating dividends, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatdistribution of property, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual redemption or other meeting of stockholders distributions made on or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, howeverwhether resulting from a subdivision, that -------- ------- combination or reclassification of the outstanding capital stock of the issuer of the Pledged Collateral or received in exchange for Pledged Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the Pledgor may be a party or otherwise, and any and all (A) dividends and interest paid or payable other than in all cash in respect of, and instruments and other property received, receivable or otherwise distributed received in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction the principal of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralCollateral (either at maturity, upon call for redemption or otherwise), shall bebecome part of the Pledged Collateral and, if received by the Pledgor, shall be held in trust for the benefit of the Lender and shall forthwith be delivered to Secured Party the Lender or its designated agent (accompanied by proper installments of assignment and/or stock powers executed by the Pledger in accordance with the Lender's instructions) xx xx held subject to hold asthe terms of this Pledge Agreement. 7.3 Upon the occurrence of an Event of Default and so long as such Event of Default shall continue, Pledged Collateral and shallat the option of the Lender (subject to applicable law), if received by Pledgor, be received in trust for all rights of the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting rights and other consensual rights powers which it the Pledgor is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i7(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Lender, and the Lender shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers. Any and all cash and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be property paid over to Secured Party as Pledged Collateral in or received by the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise Lender pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may the provisions of this Subsection 7.3 shall be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments retained by the Lender as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder part of the Pledged Shares would be entitled (including giving or withholding written consents of shareholdersCollateral, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without applied in accordance with the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligationsprovisions hereof.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Stock or any part thereof for any purpose not inconsistent with the terms of this Agreement Agreement, the Indenture or the Credit Convertible Note Purchase Agreement; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereofthereof or be inconsistent with or violate any provisions of this Agreement, the Indenture or the Convertible Note Purchase Agreement; and provided, further, provided further that such Pledgor shall give Secured Party the Collateral Agent at least five -------- ------- Business Daysten days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercisingexercising of, any such right. It ; provided that if a meeting at which such rights are to be exercised was convened upon less than five days' notice such Pledgor shall give the Collateral Agent the notice required hereunder as soon as possible after such meeting is understoodconvened but in any event before such meeting is held. (b) So long as no Event of Default shall have occurred and be continuing, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent and subject to the election other terms and conditions of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement the Indenture and the Credit Agreement shall be deemed inconsistent with Convertible Note Purchase Agreement, the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retainreceive, and to utilize (subject to the provisions of the Indenture and the Convertible Note Purchase Agreement) free and clear of the lien Lien of this Agreement, any all regular and all ordinary cash dividends and interest paid from time to time in respect of the Pledged Collateral; provided, however, that -------- ------- any and allStock. (Ac) dividends Any and all (i) dividends, other distributions, interest and principal payments paid or payable other than in cash in respect of, and the form of instruments and and/or other property and cash dividends permitted under Section 7(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Stock in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall in each case be forthwith be delivered to Secured Party the Collateral Agent to hold as, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent, the Senior Noteholders and the Convertible Noteholders, be segregated from the other property or and funds of the Pledgor and be forthwith delivered to Secured Party as Pledged the Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (cd) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 7(a) through 7(c) above. (e) Upon the occurrence and during the continuance of an Event of Default, (i) all rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7(a) shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent, which, to the extent permitted by law, shall thereupon have the right to exercise such voting and other consensual rights at the written direction of the Majority Noteholders, and (ii) all cash interest payments and dividends and other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent and the Pledgor's right to receive such cash payments pursuant to Sections 7(b) and 7(c) hereof shall automatically cease. (f) Upon the occurrence and during the continuance of an Event of Default, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend and interest payment orders and other instruments as Secured Party the Collateral Agent may from time to time reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it is entitled to exercise pursuant to Section 7(e) above. (iig) without limiting All payments of interest, principal or premium and all dividends and other distributions that are received by the effect Pledgor contrary to the provisions of this Section 7 shall be received in trust for the benefit of the immediately preceding clause (i)Collateral Agent, Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares Senior Noteholders and to exercise all Convertible Noteholders, shall be segregated from the other rights, powers, privileges and remedies to which a holder property or funds of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders Pledgor and voting at such meetings), which proxy shall be effective, automatically and without forthwith delivered to the necessity of Collateral Agent as Pledged Collateral in the same form as so received (with any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares necessary endorsements or any officer or agent thereofassignments), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor shall -------- ------- not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured -------- ------- Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- that any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments payments which are received by Pledgor contrary to the provi sions provisions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. The Debtor agrees: (ai) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor occurred, the Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Property or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor the Debtor shall not exercise or -------- ------- refrain from exercising any such right if (A) such action would modify or in any way adversely change the Debtor's or the Secured Party's rights under the Pledged Property or any part thereof or (B) the Secured Party shall notify the Debtor that in the Secured Party's sole judgment such action would modify or in any way adversely change the Debtor's or the Secured Party's rights under the Pledged Property or any part thereof. (ii) after any Default of the nature referred to in Section 6(ix) or (x) of the Note, Stock Purchase and Warrant Agreement or an Event of Default shall have occurred and be continuing, promptly upon receipt thereof by the Debtor and without any request therefor by the Secured Party, to deliver (properly endorsed where required hereby or requested by the Secured Party) to the Secured Party all dividends, distributions, all interest, all principal, all other cash payments, and all proceeds of the Pledged Property, all of which shall be held by the Secured Party for use in accordance with Section 13.1; and (iii) after any Event of Default shall have occurred and be continuing and the Secured Party has notified the Debtor of the Secured Party's intention to exercise its voting power under this Section 10.4: (A) the Secured Party may exercise (to the exclusion of the Debtor) the voting power and all other incidental rights of ownership with respect to any Subsidiaries Shares or other shares of capital stock constituting Pledged Property and the Debtor hereby grants the Secured Party an irrevocable proxy, exercisable under such circumstances, to vote the Subsidiaries Shares and such other Pledged Property; and (B) promptly to deliver to the Secured Party such additional proxies and other documents as may be necessary to allow the Secured Party to exercise such voting power. All dividends, distributions, interest, principal, cash payments, and proceeds which may at any time and from time to time be held by the Debtor but which Debtor is then obligated to deliver to the Secured Party, shall, until delivery to the Secured Party, be held by the Debtor separate and apart from its other property in trust for the Secured Party. The Secured Party agrees that unless an Event of Default shall have occurred and be continuing and the Secured Party shall have notified Pledgor thatgiven the notice referred to in Section 10.4(d), in Secured Party's judgment, such action would the Debtor shall have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the exclusive voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or power with respect to incidental matters at any shares of capital stock (including any of the Subsidiaries Shares) constituting Pledged Property and the Secured Party shall, upon the written request of the Debtor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Debtor which are necessary to allow the Debtor to exercise voting power with respect to any such meeting nor share of capital stock (B) Pledgor's consent to or approval of including any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Subsidiaries Shares) constituting Pledged CollateralProperty; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect ofno vote shall be cast, or in exchange forconsent, waiver, or ratification given, or action taken by the Debtor that would impair any Pledged Collateral, (B) dividends and other distributions paid Property or payable in cash in respect of be inconsistent with or violate any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) provision of this Section 7(b) shall be received in trust for Agreement, the benefit of Secured PartyNotes or the Note, shall be segregated from other funds of Pledgor Stock Purchase and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements)Warrant Agreement. (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Senior Notes Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Senior Notes Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms or violate any provisions of this Agreement or the Credit Agreement within the meaning Indenture. (b) So long as no Event of this Section 7(a)(i)Default shall have occurred and be continuing, and no notice subject to the other terms and conditions of any such voting or consent need be given to Secured Party; (ii) the Indenture, the Pledgor shall be entitled to receive and retainreceive, and to utilize (subject to the provisions of the Indenture) free and clear of the lien Lien of this Agreement, any and all cash dividends and interest paid from time to time in respect of the Senior Notes Pledged Collateral; provided, however, that -------- ------- any and allShares (other than the dividends described in Section 7(c)(ii) below). (Ac) dividends Any and all (i) dividends, other distributions, interest and principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, and instruments and other property dividends permitted under Section 7(b) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Senior Notes Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Senior Notes Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Senior Notes Pledged Collateral, shall be, and shall in each case be forthwith be delivered to Secured Party the Senior Notes Collateral Agent to hold as, as Senior Notes Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Secured Partythe Senior Notes Collateral Agent and the Holders, be segregated from the other property or and funds of the Pledgor and be forthwith delivered to Secured Party the Senior Notes Collateral Agent as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Senior Notes Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Event Unless a Notice of Default shall have occurred Acceleration has been delivered and be continuing: (i) Pledgor is at the time in effect, the Company shall be entitled to exercise any and all voting and other consensual corporate rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or Indenture and the Credit AgreementSecurities; provided, however, that Pledgor no vote shall not be cast or consent, waiver or ratification given or action taken that would be inconsistent with or violate any provision of this Indenture or the Securities. After a Notice of Acceleration has been delivered and so long as it remains in effect, upon written notice from the Trustee to the Company that it has determined that it will exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor thatrights, in Secured Party's judgment, such action would have a material adverse effect on the value all rights of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor Company to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual corporate rights which it would otherwise be entitled to exercise pursuant to this Section 7(a)(i10.02(d)(1) shall cease, cease and all such rights shall thereupon become vested in Secured Party who the Trustee, which shall thereupon have the sole right to exercise such voting and other consensual rights; corporate rights during the continued effectiveness of such Notice of Acceleration (ii) such rights to include the exercise of any and all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall ceaseconversion, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividendsexchange, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with subscription or any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powersprivileges or options pertaining to any of the Pledged Shares, privileges including, without limitation, the right to exchange, at the Trustee's discretion, any and remedies to which a holder all of the Pledged Shares would be entitled (including giving upon the merger, consolidation, reorganization, recapitalization or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity other readjustment of any action (including any transfer issuer of any of such Pledged Shares on or upon the record books of the issuer thereof) exercise by any other Person (including such issuer or the issuer Trustee of any right, privilege or option pertaining to any of the Pledged Shares or and, in connection therewith, to deposit and deliver any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full all of the Secured ObligationsPledged Shares with any committee, depositary, transfer agent, registrar or other designated agency on such terms and conditions as the Trustee may determine, all without liability except to account for property actually received by it). The Trustee shall have no duty to the Company to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. Upon rescission of such Notice of Acceleration, such voting and consensual corporate rights shall revert to the Company.

Voting Rights; Dividends; Etc. (a) The appropriate Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Pledged Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms hereof, at all times, except that upon the occurrence and during the continuance of an Event of Default and notice to the applicable Pledgor from the Administrative Agent of the transfer of such rights to the Administrative Agent, all rights of such Pledgor with respect to such Pledged Securities to exercise the voting and/or consensual rights and powers which it is permitted to exercise pursuant to this Section 9.4 shall cease. (b) All dividends or distributions of any kind whatsoever (other than cash dividends or cash distributions paid while no Event of Default is continuing and distributions made pursuant to Section 6.5(a)) received by a Pledgor on account of any Pledged Securities, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock or other Equity Interests of the issuer or received in exchange for the Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be and become part of the Pledged Securities pledged hereunder and shall immediately be delivered to the Administrative Agent, to be held subject to the terms hereof. All dividends and distributions which are received by a Pledgor contrary to the provisions of this clause (b) shall be received in trust for the benefit of the Lenders, segregated from such Pledgor’s own assets, and shall be delivered to the Administrative Agent. *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor shall , any cash dividends or cash distributions received by the Borrower in accordance with the terms hereof may be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof used for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party; (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboveprohibited hereunder. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) all rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Default or Event of Default shall have occurred and be continuing: (i) , the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit AgreementIndenture; provided, however, that the Pledgor shall not exercise or -------- ------- shall refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, thereof or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms or violate any provisions of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Indenture. (iib) So long as no Default or Event of Default shall have occurred and be continuing, the Pledgor shall be entitled to receive and retainreceive, and to utilize (subject to the provisions of the Indenture) free and clear of the lien Lien of this Agreement, any and all dividends and cash payments of interest paid from time to time with respect to any Pledged Notes. (c) So long as no Default or Event of Default shall have occurred and be continuing, and subject to the other terms and conditions of the Indenture, the Pledgor shall be entitled to receive, and to utilize (subject to the provisions of the Indenture) free and clear of the Lien of this Agreement, all regular and ordinary cash dividends paid from time to time in respect of the Pledged Collateral; provided, however, that -------- ------- any and allShares. (Ad) dividends Any and all (i) dividends, other distributions, interest and principal payments paid or payable in the form of instruments and/or other property (other than in cash in respect of, interest payments permitted under Section 6(b) hereof and instruments and other property cash dividends permitted under Section 6(c) hereof) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, , (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and and (Ciii) cash paid, payable or otherwise distributed in respect of principal or in redemption of of, or in exchange for for, any Pledged Collateral, shall be, and shall in each case be forthwith be delivered to Secured Party the Collateral Agent to hold as, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Collateral Agent and the Holders of Senior Secured PartyDiscount Notes, be segregated from the other property or and funds of the Pledgor and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsements); and. (iiie) Secured Party The Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies, dividend payment orders proxies and other instruments as the Pledgor may from time to time reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights that it is entitled to exercise pursuant to Sections 6(a) through 6(c) above. (f) Upon the occurrence and during the continuance of a Default or an Event of Default, (i) all rights of the Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7(a)(i6(a) shall cease, and all such rights shall thereupon become vested in Secured Party who the Collateral Agent, which, to the extent permitted by law, shall thereupon have the sole right to exercise such voting and other consensual rights; , and (ii) all rights cash interest payments and dividends and other distributions payable in respect of Pledgor the Pledged Collateral shall be paid to the Collateral Agent and the Pledgor's right to receive such cash payments pursuant to Sections 6(b) and 6(c) hereof shall immediately cease. (g) Upon the dividends occurrence and during the continuance of a Default or an Event of Default, the Pledgor shall execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend and interest payments which payment orders and other instruments as the Collateral Agent may reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights that it would otherwise be authorized is entitled to receive and retain exercise pursuant to Section 7(a)(ii6(f) shall ceaseabove. (h) All payments of interest, principal or premium and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which other distributions that are received by the Pledgor contrary to the provi sions of paragraph (ii) provisions of this Section 7(b) 6 shall be received in trust for the benefit of Secured Partythe Collateral Agent and the Holders, shall be segregated from the other property or funds of the Pledgor and shall be forthwith be paid over delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.

Voting Rights; Dividends; Etc. (a) So long as no Unless a Notice of ----------------------------- Acceleration shall be in effect or an Event of Default specified in Section 501(3) of the Indenture or an Event of Default specified in Section 6.1(c) of the Credit Agreement shall have occurred and be continuing: (i1) the Pledgor shall be entitled have the right to exercise any and exercise, to the extent permitted by law, all voting voting, consensual and other consensual rights powers of ownership pertaining to the Pledged Collateral or any part thereof for any purpose all purposes not inconsistent with the terms of this Agreement or the Credit AgreementDebt Documents; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;and (ii2) subject to Section 4.01(b) hereof, the Pledgor shall be entitled to receive and retain, and to utilize free and clear of from the lien of created by this Agreement, any and all dividends and interest on the Collateral or other distributions paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received the extent they are not prohibited by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor and be forthwith delivered to Secured Party as Pledged Collateral in the same form as so received (with all necessary indorsements); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) aboveDebt Documents. (b) Upon the occurrence and during the continuation If a Notice of Acceleration shall be in effect or an Event of DefaultDefault specified in Section 501(3) of the Indenture or an Event of Default specified in Section 6.1(c) of the Credit Agreement shall have occurred and be continuing, then: (i1) upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i4.03(a)(1) shall cease, and all such rights shall thereupon become vested in Secured Party the Joint Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii2) all rights of the Pledgor to receive the dividends and interest payments other distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii4.03(a)(2) shall cease, and all such rights shall thereupon become vested in Secured Party the Joint Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; andother distributions and shall apply the same to the Joint Secured Obligations in accordance with Section 4.09; (iii3) all dividends, principal any dividends and interest pay ments distributions which are received by the Pledgor contrary to the provi sions provisions of paragraph (ii) of this Section 7(b4.03(b)(2) shall be received in trust for the benefit of Secured Partythe Joint Collateral Agent, shall be segregated from other property or funds of the Pledgor and shall be forthwith be paid over to Secured Party the Joint Collateral Agent as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsement)., to be held by the Joint Collateral Agent as Collateral and as further collateral security for the Joint Secured Obligations; and (c4) In order the Pledgor shall, if necessary to permit Secured Party the Joint Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i4.03(b)(1) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.under

Voting Rights; Dividends; Etc. (a) So long as no Event all or any portion of Default shall have occurred the Pledge Obligations or the Subordinated Pledge Obligations remain unpaid and be continuing(x) any Pool A Shares are held by the Collateral Agent or any Pool B Shares are in the custody of the Court, and (y) the Stipulation has not been terminated pursuant to paragraph 11(b) thereof: (i) The Pledgor shall be entitled retain the right to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor that, in Secured Party's judgment, such action would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that Pledgor shall give Secured Party at least five -------- ------- Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor of any Pledged Shares for or Pledgor's consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or vote with respect to incidental matters at any such meeting nor (B) Pledgor's consent to or approval all of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with Emerson Shares, subject tx xxx xrovisions of paragraph 4 of the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(i), and no notice of any such voting or consent need be given to Secured Party;Stipulation; and (ii) Pledgor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any Any and all dividends and interest other distributions paid in respect of the Pledged Collateral; provided, however, that -------- ------- any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged Collateral, shall be, and shall be forthwith be delivered to Secured Party the Collateral Agent to hold as, Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of Secured Partythe Collateral Agent, be segregated from the other property or funds of Pledgor the Pledgor, and be forthwith delivered to Secured Party the Collateral Agent as Pledged Collateral in the same form as so received (with all any necessary indorsementsendorsement); and (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies, dividend payment orders and other instruments as Pledgor may from time to time reasonably request for the purpose of enabling Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon the occurrence sale of any Emerson Shares to a thxxx xxrty in accordance with this Pledge Agreement, the Stipulation or a subsequent order of the Court, the voting rights shall be transferred to the purchaser of such shares without the restrictions set forth in paragraph 4 of the Stipulation and during the continuation security interest and lien granted hereunder shall terminate and attach to the proceeds thereof. (c) In the event that the Stipulation is terminated pursuant to paragraph 11(b) thereof prior to the payment in full of an Event of Default: the Pledge Obligations and the Subordinated Pledge Obligations, unless the Court otherwise directs, (i) upon written notice from Secured Party to Pledgor, all rights of the Pledgor to exercise the voting and other consensual rights with respect to the Pool A Shares which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) hereof shall cease, automatically and immediately cease and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to exercise such voting rights in accordance with written instructions signed by each of the Creditors; and other consensual rights; (ii) all such voting rights of the Pledgor with respect to receive the dividends Pool B Shares shall cease and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, and all such rights shall thereupon become vested in Secured Party the Collateral Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral exercise such dividends and interest payments; and (iii) all dividends, principal and interest pay ments which are received voting rights in accordance with written instructions signed by Pledgor contrary to the provi sions of paragraph (ii) of this Section 7(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), (i) Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect each of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder Creditors only upon order of the Pledged Shares would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured ObligationsCourt.

Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) Pledgor Grantors shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or Pledged Debt or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Credit Agreement; provided, however, that Pledgor Grantors shall not exercise or -------- ------- refrain from exercising any such right if Secured Party shall have notified Pledgor either Grantor that, in Secured Party's ’s judgment, such action would have a material adverse effect on the value of the Pledged Collateral Shares or Pledged Debt or any part thereof; and provided, further, that Pledgor Grantors shall give Secured Party at least five -------- ------- Business Days' ’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. It is understood, however, that neither (A) the voting by Pledgor either Grantor of any Pledged Shares for or Pledgor's either Grantor’s consent to the election of directors at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting nor (B) Pledgor's either Grantor’s consent to or approval of any action otherwise permitted under this Agreement and the Credit Agreement shall be deemed inconsistent with the terms of this Agreement or the Credit Agreement within the meaning of this Section 7(a)(isubsection 11(a)(i), and no notice of any such voting or consent need be given to Secured Party;. (ii) Pledgor Grantors shall be entitled to receive and retain, retain and to utilize free and clear of the lien of this Agreement, any and all dividends and interest paid in respect of the Pledged CollateralShares or Pledged Debt; provided, however, that -------- ------- that, subject to the terms of the Intercreditor Agreement, any and all (A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged CollateralShares or Pledged Debt, (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral Shares or Pledged Debt in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (C) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Pledged CollateralShares or Pledged Debt, shall be, and shall forthwith be delivered to Secured Party to hold as, Pledged Collateral and shall, if received by Pledgoreither Grantor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor such Grantor and be forthwith delivered to Secured Party as Pledged Collateral Shares or Pledged Debt, as the case may be, in the same form as so received (with all necessary indorsementsendorsements); and. (iii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Pledgor Grantors all such proxies, dividend payment orders and other instruments as Pledgor Grantors may from time to time reasonably request for the purpose of enabling Pledgor Grantors to exercise the voting and other consensual rights which it is they are entitled to exercise pursuant to paragraph (i) above and to receive the dividends, principal or interest payments which it is authorized to receive and retain pursuant to paragraph (ii) above. (b) Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuation of an Event of Default: (i) upon Upon written notice from Secured Party to PledgorGrantors, all rights of Pledgor Grantors to exercise the voting and other consensual rights which it they would otherwise be entitled to exercise pursuant to Section 7(a)(isubsection 11(a)(i) shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights;. (ii) all All rights of Pledgor Grantors to receive the dividends and interest payments which it they would otherwise be authorized to receive and retain pursuant to Section 7(a)(iisubsection 11(a)(ii) shall automatically cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and. (iii) all All dividends, principal and interest pay ments payments which are received by Pledgor Grantors contrary to the provi sions provisions of paragraph (ii) of this Section 7(bsubsection 11(b) shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor Grantors and shall forthwith be paid over to Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsementsendorsements). (c) In order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 7(b)(isubsection 11(b)(i) and to receive all dividends and other distributions which it may be entitled to receive under Section 7(a)(iisubsection 11(a)(ii) or Section 7(b)(iisubsection 11(b)(ii), (i) Pledgor Grantors shall promptly execute and deliver (or cause to be executed and delivered) to Secured Party all such proxies, dividend payment orders and other instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor Grantors hereby grants grant to Secured Party an irrevocable proxy to vote the Pledged Shares and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Shares would be entitled (including including, without limitation, giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Shares on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Shares or any officer or agent thereof), upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Secured Obligations.