Common use of Voting Rights, Dividends, Payments, Etc Clause in Contracts

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of the Security Collateral of such Grantor; (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral Agent will (A) execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that it is authorized to receive and retain pursuant to paragraph (ii) above, and (B) with respect to Payment Collateral, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (b) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii).

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of the Security Collateral of such Grantor; (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral Agent will (A) execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that it is authorized to receive and retain pursuant to paragraph (ii) above, and (B) with respect to Payment Collateral, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (b) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Reduction Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), ) directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii5.08(a)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii).

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of the Security Collateral of such Grantor; (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral Agent will (A) execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that it is authorized to receive and retain pursuant to paragraph (ii) above, and (B) with respect to Payment Collateral, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (b) The Collateral Agent shall be entitled to receive (i) whether or not an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collateral, and (ii) when an Event of Default has occurred and is continuing, all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b1.01(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to Agent as required by the Collateral Agentforegoing sentence. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b1.01(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b1.01(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b1.01(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i2.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii2.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii1.01(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), 1.01(c)(ii) directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii1.01(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii1.01(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii2.08(a)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii1.01(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii1.01(c)(iii).

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of the Security Collateral of such Grantor; (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral Agent will (A) execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that it is authorized to receive and retain pursuant to paragraph (ii) above, and (B) with respect to Payment Collateral, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (b) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Reduction Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), ) directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii5.08(a)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii).

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b5.08(c), each Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of the Security Collateral of such Grantor; (iiib) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (ivi) the Collateral Agent will (A) execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to paragraph (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that it is authorized to receive and retain pursuant to paragraph (ii) above, and (B) with respect to Payment Collateral, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iiib) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rights. (bc) The Collateral Agent shall be entitled to receive (whether or not an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collateral, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Reduction Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b5.08(c) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b5.08(c) that are received by a Grantor contrary to the provisions of this Section 5.08(b5.08(c), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b5.08(c). (cd) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii5.08(d)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), 5.08(d)(ii) directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii5.08(d)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii5.08(d)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii5.08(b) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral4.02(b)(iii). Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii5.08(d)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii5.08(d)(iii).

Voting Rights, Dividends, Payments, Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i) each Grantor A. Each Debtor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by any Debtor of stock purchase or subscription rights may be made only from funds of such Debtor not comprising part of the Collateral) relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor each Debtor agrees that it will not exercise or refrain from exercising any such right if such action or power in any manner which would violate this Agreement;have a material adverse effect on the value of the Collateral or any part thereof. (ii) except as provided in Section 5.08(b), each Grantor B. Each Debtor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral of which are paid in cash by any Issuer if such Grantor; (iii) each Grantor shall be entitled to receive dividends are permitted by the Credit Agreement, but all dividends and retain all payments made on or distributions in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by any Debtor, shall be forthwith delivered to the Administrative Agent will in due form for transfer (Ai.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. C. The Administrative Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the applicable Debtor all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor Debtor may reasonably request for the purpose of enabling such Grantor Debtor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph clause (B) above. D. Each Debtor shall be entitled to (i) collect all regular payments made or proceeds received with respect to Collateral consisting of instruments and other securities (other than shares of stock which is governed by clauses (A)-(C) above) and (ii) above, enforce and (B) with respect to Payment Collateral, provide such instructions to account debtors prosecute all rights and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take remedies available under any action in respect of such rightsinstrument and other securities. (b) The Collateral Upon notice from the Administrative Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Debtors are entitled to exercise pursuant to Section 5.08(a)(i5(a)(A) shallhereof, upon delivery by and all rights of the Collateral Agent Debtors to such Grantor of a written notice of such Event of Defaultreceive and retain dividends pursuant to Section 5(a)(B) hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent, Administrative Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Administrative Agent pursuant to Section 5.08(a)(iithis paragraph (b) shall, upon delivery shall be retained by the Administrative Agent as additional Collateral Agent to such Grantor of a written notice of such Event of Default, cease, hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So Notwithstanding certain --------------------------------------- provisions of Section 4 hereof, so long as no Event of Default shall have occurred and be continuing:the Agent has not given the notice --------- referred to in paragraph (b) below: ------------- (i) each Grantor A. Each Debtor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by any Debtor of stock purchase or subscription rights may be made only from funds of such Debtor not comprising part of the Collateral) relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor each Debtor agrees that it will not -------- exercise or refrain from exercising any such right if such action or power in any manner which would violate this Agreement;have a material adverse effect on the value of the Collateral or any part thereof. (ii) except as provided in Section 5.08(b), each Grantor B. Each Debtor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral of which are paid in cash by any Issuer if such Grantor; (iii) each Grantor shall be entitled to receive dividends are permitted by the Credit Facilities, but all dividends and retain all payments made on or distributions in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by any Debtor, shall be forthwith delivered to the Agent will in due form for transfer (Ai.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. C. The Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the applicable Debtor all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor Debtor may reasonably request for the purpose of enabling such Grantor Debtor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to ---------- receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph clause ------ (B) above. --- D. Each Debtor shall be entitled to (i) collect all regular payments made or proceeds received with respect to Collateral consisting of instruments and other securities (other than shares of stock which is governed by clauses (A)-(C) above) and (ii) above, enforce and (B) with respect to Payment Collateral, provide such instructions to account debtors prosecute all --------------- rights and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take remedies available under any action in respect of such rightsinstrument and other securities. (b) The Collateral Upon notice from the Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Debtors are entitled to exercise pursuant to Section 5.08(a)(i5(a)(A) shallhereof, upon delivery by and all rights of --------------- the Collateral Agent Debtors to such Grantor of a written notice of such Event of Defaultreceive and retain dividends pursuant to Section 5(a)(B) hereof, --------------- shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent, Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Agent pursuant to Section 5.08(a)(iithis paragraph (b) shall, upon delivery shall be retained by the Agent as additional ------------- Collateral Agent to such Grantor of a written notice of such Event of Default, cease, hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. 7.1 Notwithstanding certain provisions of Clauses 2 and 6 hereof, so long as DAICO has not given the notice referred to in Clause 7.4 below: (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor the Depositor shall be entitled to exercise any and all voting and other or consensual rights and powers and share purchase or subscription rights relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor Securities constituting shares or any part thereof at any time and for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement;and (iib) except as provided in Section 5.08(b), each Grantor the Depositor shall be entitled (i) to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral Securities constituting shares which are paid in cash by the Issuer and (ii) to expend and otherwise deal with all cash proceeds of such Grantor; (iii) each Grantor shall be entitled to receive dividends 5 and retain distributions received by it provided, however, that all payments made on or dividends and distributions in respect of Payment Collateral pledged such Securities or any part thereof made in shares or other property whether resulting from a subdivision, combination or reclassification of such Securities or any part thereof or received in exchange for such 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 or as a result of any exercise of any share purchase or subscription right, shall be and become part of the Securities hereunder and, if received by such Grantor; andthe Depositor, shall, pursuant to and in accordance with the provisions of Clause 4 hereof, be forthwith delivered to DAICO together with appropriate instruments of transfer duly executed in blanx xx be held for the purposes of this Deed of Charge and Memorandum of Deposit. (iv) the Collateral Agent will (A) 7.2 DAICO shall execute and deliver (deliver, or cause to be executed and delivered) delivered to each Grantor the Depositor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor the Depositor may reasonably request for the purpose of enabling such Grantor the Depositor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph Clause 7.1 (ia) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph Clause 7.1 (iib) above, and . 7.3 The Depositor shall be entitled (Ba) to collect all regular payments made or proceeds received with respect to Payment Collateral, provide such instructions to account debtors the Securities described in Clause 2(c) hereof and Persons obligated to make payments on instruments as will enable each Grantor to receive enforce and prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take remedies available under any action in respect of such rightsSecurities. (b) The Collateral Agent shall be entitled to receive (whether or not 7.4 Upon written notice from DAICO during the existence of an Event of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security CollateralDefault, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing unwaived, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Depositor is entitled to exercise pursuant to Section 5.08(a)(iClause 7.1(a) shallhereof and all rights of the Depositor to receive and retain dividends pursuant to Clause 7.1 (b) hereof and all rights of the Depositor to receive payments pursuant to Clause 7.3 hereof shall forthwith cease, upon delivery by and all such rights and powers shall thereupon become vested in DAICO which shall have, during the Collateral Agent to such Grantor of a written notice continuance of such Event of Default, cease, the sole and exclusive authority to exercise such rights and powers and to receive such dividends and payments. Any and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting money and other consensual rights; (ii) all rights of each Grantor property paid over to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain or received by DAICO pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor this Clause 7.4 shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered retained by DAICO as additional Securities hereunder and applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So Notwithstanding certain provisions of Sections 2 and 4 hereof, so long as no Event of Default shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i1) each Grantor The Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights or other similar rights to acquire equity interests (but any such exercise by the Pledgor of stock purchase or subscription rights or other similar rights to acquire equity interests may be made only from funds of the Pledgor not comprising part of the “Collateral” as defined in the Amended and Restated Credit Agreement) relating or pertaining (to the Security extent that the Pledgor is otherwise entitled to exercise such rights) to the Collateral (including rights relating to conversion or exchange thereof) of such Grantor constituting stock or any part thereof at any time and for any purpose; provided provided, however, that such Grantor the Pledgor agrees that it will not exercise or refrain from exercising any such right if rights or powers in any manner which would have a material adverse effect on the value of such action would violate this Agreement;Collateral or any part thereof. (ii2) except as provided in Section 5.08(b)The Pledgor shall, each Grantor shall subject to the proviso below, be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of (to the Security Collateral of such Grantor; (iii) each Grantor shall be extent that the Pledgor is otherwise entitled to receive and retain all payments made on or dividends in respect of Payment the Collateral) any and all lawful dividends payable in respect of the Collateral pledged constituting stock which are paid in cash by any Issuer if such Grantordividends are permitted by the Amended and Restated Credit Agreement; provided, however, that all dividends and distributions in respect of such Collateral or any part thereof made in shares of stock or other property or otherwise representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Collateral or any part thereof or received in exchange for such Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Pledgor, shall be forthwith delivered to the Administrative Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. (iv3) the Collateral The Administrative Agent will (A) shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor the Pledgor may reasonably request for the purpose of enabling such Grantor the Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (i1) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph clause (ii2) above. (4) Subject to any restrictions contained herein or in any other Loan Document, the Pledgor shall be entitled to (a) collect all regular payments made or proceeds received with respect to Collateral constituting the Subsidiary Notes or relating to any other indebtedness pledged hereunder, and (Bb) with respect to Payment Collateralenforce and prosecute all rights and remedies available under any of the Subsidiary Notes or Subsidiary Security Agreements, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In or under the absence of instructions to vote documents governing or exercise evidencing any other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsindebtedness pledged hereunder. (b) The Collateral Upon written notice from the Administrative Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent for so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Pledgor is entitled to exercise pursuant to Section 5.08(a)(i5(a)(1) shallhereof, upon delivery by and all rights of the Collateral Agent Pledgor to such Grantor receive and retain dividends pursuant to Section 5(a)(2) hereof, and all rights of a written notice of such Event of Defaultthe Pledgor to receive payments pursuant to Section 5(a)(4) hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent, Administrative Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends and payments. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Administrative Agent pursuant to Section 5.08(a)(iithis paragraph (b) shall, upon delivery shall be retained by the Administrative Agent as additional Collateral Agent to such Grantor of a written notice of such Event of Default, cease, hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i) each Grantor A. Each Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by a Pledgor of stock purchase or subscription rights may be made only from funds of such Pledgor not comprising part of the Collateral) relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor constituting stock or any part thereof at any time and for any purpose; provided provided, however, that such Grantor each Pledgor agrees that it will not exercise or refrain from exercising any such right if or power in any manner which would have a material adverse effect on the value of such action would violate this Agreement;Collateral or any part thereof. (ii) except as provided in Section 5.08(b), each Grantor B. The Pledgors shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral of constituting stock which are paid in cash by any Issuer if such Grantor; (iii) each Grantor shall be entitled to receive dividends are permitted by the Amended and retain Restated Credit Agreement, but all payments made on or dividends and distributions in respect of Payment such Collateral pledged by or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Grantor; and (iv) Collateral or any part thereof or received in exchange for such Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by any Pledgor, shall be forthwith delivered to the Administrative Agent will in due form for transfer (Ai.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. C. The Administrative Agent shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor Pledgor may reasonably request for the purpose of enabling such Grantor Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (iA) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph (ii) above, and clause (B) above. D. Subject to any restrictions contained herein or in any other Loan Document, each Pledgor shall be entitled to (a) collect all regular payments made or proceeds received with respect to Payment Collateral, provide such instructions to account debtors Collateral constituting the Subsidiary Notes and Persons obligated to make payments on instruments as will enable each Grantor to receive (b) enforce and prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In remedies available under any of the absence of instructions to vote Subsidiary Notes or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsSubsidiary Security Agreements. (b) The Collateral Upon written notice from the Administrative Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Pledgors are entitled to exercise pursuant to Section 5.08(a)(i5(a)(A) shallhereof, upon delivery by and all rights of the Collateral Agent Pledgors to such Grantor receive and retain dividends pursuant to Section 5(a)(B) hereof, and all rights of a written notice of such Event of Defaultthe Pledgors to receive payments pursuant to Section 5(a)(D) hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent, Administrative Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends and payments. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Administrative Agent pursuant to Section 5.08(a)(iithis paragraph (b) shall, upon delivery shall be retained by the Administrative Agent as additional Collateral Agent to such Grantor of a written notice of such Event of Default, cease, hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So Notwithstanding certain provisions of Section 4 hereof, so long as no Event of Default shall have occurred and be continuingthe Administrative Agent has not given the notice referred to in paragraph (b) below: (i1) each Grantor Each Pledgor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights or other similar rights to acquire equity interests (but any such exercise by a Pledgor of stock purchase or subscription rights or other similar rights to acquire equity interests may be made only from funds of such Pledgor not comprising part of the “Collateral” (as defined in the Amended and Restated Credit Agreement) relating or pertaining (to the Security extent that such Pledgor is otherwise entitled to exercise such rights) to the Collateral (including rights relating to conversion or exchange thereof) of such Grantor constituting stock or any part thereof at any time and for any purpose; provided provided, however, that such Grantor each Pledgor agrees that it will not exercise or refrain from exercising any such right if rights or powers in any manner which would have a material adverse effect on the value of such action would violate this Agreement;Collateral or any part thereof. (ii2) except as provided in Section 5.08(b)Each Pledgor shall, each Grantor shall subject to the proviso below, be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid in respect of (to the Security Collateral of extent that such Grantor; (iii) each Grantor shall be Pledgor is otherwise entitled to receive and retain all payments made on or dividends in respect of Payment the Collateral) any and all lawful dividends payable in respect of the Collateral pledged constituting stock and any Additional Rights which are paid in cash by any Issuer if such Grantordividends are permitted by the Amended and Restated Credit Agreement; provided, however, that all dividends, distributions and Additional Rights in respect of such Collateral or any part thereof made in shares of stock or other property or otherwise representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Collateral or any part thereof or received in exchange for such Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by any Pledgor, shall be forthwith delivered to the Administrative Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. (iv3) the Collateral The Administrative Agent will (A) shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor Pledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor Pledgor may reasonably request for the purpose of enabling such Grantor Pledgor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (i1) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends and Additional Rights which it is authorized to receive and retain pursuant to paragraph clause (ii2) above. (4) Subject to any restrictions contained herein or in any other Loan Document, and each Pledgor shall be entitled to (Ba) collect all regular payments made or proceeds received with respect to Payment CollateralCollateral constituting the Subsidiary Notes Company Pledge Agreement 7 or relating to any other indebtedness pledged hereunder and (b) enforce and prosecute all rights and remedies available under any of the Subsidiary Notes or Subsidiary Security Agreements, provide such instructions to account debtors and Persons obligated to make payments on instruments as will enable each Grantor to receive all payments it is authorized to receive and retain pursuant to paragraph (iii) above. In or under the absence of instructions to vote documents governing or exercise evidencing any other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsindebtedness pledged hereunder. (b) The Collateral Upon written notice from the Administrative Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent for so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Pledgors are entitled to exercise pursuant to Section 5.08(a)(i5(a)(1) shallhereof, upon delivery by and all rights of the Collateral Agent Pledgors to such Grantor receive and retain dividends pursuant to Section 5(a)(2) hereof, and all rights of a written notice of such Event of Defaultthe Pledgors to receive payments pursuant to Section 5(a)(4) hereof, shall forthwith cease, and all such rights and powers shall thereupon become vested in the Collateral Agent, Administrative Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends and payments. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Administrative Agent pursuant to Section 5.08(a)(iithis paragraph (b) shall, upon delivery shall be retained by the Administrative Agent as additional Collateral Agent to such Grantor of a written notice of such Event of Default, cease, hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So long as no Until the occurrence of an Event of Default shall have occurred and be continuingthe continuance thereof beyond any grace period applicable thereto: (i) each The Grantor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and Pledged Securities for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each The Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral Pledged Securities which are paid in cash by any issuer, but all dividends and distributions in respect of such Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Collateral or any part thereof or received in exchange for such Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer of Pledged Securities may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Grantor;, shall be forthwith delivered to the Collateral Agent on behalf of the Secured Parties in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the The Collateral Agent will (A) shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the Grantor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Grantor may reasonably request in writing (upon which the Collateral Agent may fully rely) for the purpose of enabling such the Grantor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph subclause (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is ------------- authorized to receive and retain pursuant to paragraph subclause (ii) above, . -------------- (iv) The Grantor shall be entitled to (A) collect all regular payments made or proceeds received with respect to the Pledged Debt and (B) with respect to Payment Collateral, provide such instructions to account debtors enforce and Persons obligated to make payments on instruments as will enable each Grantor to receive prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In remedies available under any of the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsPledged Debt. (bv) The Collateral Agent shall be entitled For all purposes under this Agreement, "Event of Default" means (A) prior to receive (whether or not the Debt Exchange Closing Date, an Event of Default has occurred and is continuing)as defined in the Senior Secured Debt, (iB) all non-cash dividends from and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by after the Collateral Agent as Security Collateral, Debt Exchange Closing Date and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividendsany Senior Secured Debt shall remain outstanding, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that as defined in the Exchange Notes Indenture or in the Senior Secured Debt, (C) after the Senior Secured Debt has granted a security interest been paid in Pledged Equity under this Agreement full, an Event of Default as defined in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay the Exchange Notes Indenture and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to (D) after the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors Senior Secured Debt and the Pipeline Company Borrowers of a written notice of such Exchange Notes have been paid in full, an Event of Default, cease and thereafter all such payments shall be made by Default as defined in the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)Secured Convertible Subordinated Debt.

Voting Rights, Dividends, Payments, Etc. (a) So long as no Event of Default shall have occurred and be continuing: (i) each Grantor Each Debtor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights (but any such exercise by any Debtor of stock purchase or subscription rights may be made only from funds of such Debtor not comprising part of the Collateral) relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and for any purpose; provided that such Grantor each Debtor agrees that it will not exercise or refrain from exercising any such right if such action or power in any manner which would violate this Agreement;have a material adverse effect on the value of the Collateral or any part thereof. (ii) except as provided in Section 5.08(b), each Grantor Each Debtor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral which are paid in cash by any Issuer if such dividends are permitted by the Credit Agreement and the Post-Petition Credit Agreement, but all dividends and distributions in respect of such Grantor;the Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any Issuer may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by any Debtor, shall be forthwith delivered to the Agent in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. (iii) each Grantor The Agent shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the Collateral Agent will (A) execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the applicable Debtor all such proxies proxies, powers of attorney, dividend orders and other instruments as such Grantor Debtor may reasonably request for the purpose of enabling such Grantor Debtor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph clause (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and ---------- retain pursuant to paragraph clause (ii) above, . ----------- (iv) Each Debtor shall be entitled to (A) collect all regular payments made or proceeds received with respect to Collateral consisting of instruments and other securities (other than shares of stock which is governed by clauses (i)-(iii) above) and (B) with respect to Payment Collateral, provide such instructions to account debtors enforce and Persons obligated to make payments on instruments as will enable each Grantor to receive prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take ---------------- remedies available under any action in respect of such rightsinstrument and other securities. (b) The Collateral Upon notice from the Agent shall be entitled to receive (whether or not an Event during the existence of Default has occurred and is continuing), (i) all non-cash dividends and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by the Collateral Agent as Security Collaterala Default, and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), same shall be received in trust for the benefit of the Collateral Agentcontinuing, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising and powers which the voting and other consensual rights that it would otherwise be Debtors are entitled to exercise pursuant to Section 5.08(a)(i5(a)(i) shallhereof, upon delivery by and -------------- all rights of the Collateral Agent Debtors to such Grantor of a written notice of such Event of Defaultreceive and retain dividends pursuant to Section 5(a)(ii) hereof, shall forthwith cease, and all such rights and --------------- powers shall thereupon become vested in the Collateral Agent, Agent which shall thereupon have have, during the continuance of such Default, the sole right and exclusive authority to exercise or refrain from exercising such voting rights and powers and to receive such dividends. Any and all money and other consensual rights; (ii) all rights of each Grantor property paid over to receive or received by the dividends, interest and other distributions that it would otherwise be authorized to receive and retain Agent pursuant to this Section 5.08(a)(ii5(b) shall, upon delivery shall be retained by the Agent as additional Collateral Agent to such Grantor of a written notice of such Event of Default, cease, ----------- hereunder and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered applied in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)hereof.

Voting Rights, Dividends, Payments, Etc. (a) So long as no Until the occurrence of an Event of Default shall have occurred and be continuingthe continuance thereof beyond any grace period applicable thereto: (i) each The Grantor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and Pledged Securities for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each The Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral Pledged Securities which are paid in cash by any issuer, but all dividends and distributions in respect of such Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Collateral or any part thereof or received in exchange for such Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer of Pledged Securities may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Grantor;, shall be forthwith delivered to the Collateral Agent on behalf of the Secured Parties in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes of this Agreement. (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the The Collateral Agent will (A) shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the Grantor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Grantor may reasonably request in writing (upon which the Collateral Agent may fully rely) for the purpose of enabling such the Grantor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph subclause (i) ------------- above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is authorized to receive and retain pursuant to paragraph subclause (ii) above, . -------------- (iv) The Grantor shall be entitled to (A) collect all regular payments made or proceeds received with respect to the Pledged Debt and (B) with respect to Payment Collateral, provide such instructions to account debtors enforce and Persons obligated to make payments on instruments as will enable each Grantor to receive prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In remedies available under any of the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsPledged Debt. (bv) The Collateral Agent shall be entitled For all purposes under this Agreement, "Event of Default" means (A) prior to receive (whether or not the Debt Exchange Closing Date, an Event of Default has occurred and is continuing)as defined in the Senior Secured Debt, (iB) all non-cash dividends from and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by after the Collateral Agent as Security Collateral, Debt Exchange Closing Date and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividendsany Senior Secured Debt shall remain outstanding, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that as defined in the Exchange Notes Indenture or in the Senior Secured Debt, (C) after the Senior Secured Debt has granted a security interest been paid in Pledged Equity under this Agreement full, an Event of Default as defined in an issuer that is not a party to this Agreement, agrees to cause such issuer to pay the Exchange Notes Indenture and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to (D) after the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors Senior Secured Debt and the Pipeline Company Borrowers of a written notice of such Exchange Notes have been paid in full, an Event of Default, cease and thereafter all such payments shall be made by Default as defined in the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)Secured Convertible Subordinated Debt.

Voting Rights, Dividends, Payments, Etc. (a) So long as no Until the occurrence of an Event of Default shall have occurred and be continuingthe continuance thereof beyond any grace period applicable thereto: (i) each The Grantor shall be entitled to exercise any and all voting and other or consensual rights and powers and stock purchase or subscription rights relating or pertaining to the Security Collateral (including rights relating to conversion or exchange thereof) of such Grantor or any part thereof at any time and Pledged Securities for any purpose; provided that such Grantor will not exercise or refrain from exercising any such right if such action would violate this Agreement; (ii) except as provided in Section 5.08(b), each The Grantor shall be entitled to receive and retain any and all cash dividends, interest and other cash distributions paid lawful dividends payable in respect of the Security Collateral Pledged Securities which are paid in cash by any issuer, but all dividends and distributions in respect of such Collateral or any part thereof made in shares of stock or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of such Collateral or any part thereof or received in exchange for such Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer of Pledged Securities may be a party or otherwise or as a result of any exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Grantor;, shall be forthwith delivered to the Collateral Agent on behalf of the Secured Parties in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in b lank) to be held for the purposes of this Agreement. (iii) each Grantor shall be entitled to receive and retain all payments made on or in respect of Payment Collateral pledged by such Grantor; and (iv) the The Collateral Agent will (A) shall execute and deliver (deliver, or cause to be executed and delivered) , to each Grantor the Grantor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Grantor may reasonably request in writing (upon which the Collateral Agent may fully rely) for the purpose of enabling such the Grantor to exercise the voting rights and other rights that powers which it is entitled to exercise pursuant to paragraph subclause (i) above (including, in the case of a conversion or exchange of Pledged Equity, the Collateral Agent’s delivering to the Pledged Company, as applicable, on behalf of the applicable Grantor, the certificate(s) or instrument(s) representing or evidencing any such Collateral for the purpose of effecting the exchange of such certificate(s) or instrument(s) for new certificate(s) or instrument(s)) and to receive the dividends, interest or other distributions that dividends which it is ------------- authorized to receive and retain pursuant to paragraph subclause (ii) above, . -------------- (iv) The Grantor shall be entitled to (A) collect all regular payments made or proceeds received with respect to the Pledged Debt and (B) with respect to Payment Collateral, provide such instructions to account debtors enforce and Persons obligated to make payments on instruments as will enable each Grantor to receive prosecute all payments it is authorized to receive rights and retain pursuant to paragraph (iii) above. In remedies available under any of the absence of instructions to vote or exercise other rights, the Collateral Agent shall not be obligated and shall incur no liability for its failure to take any action in respect of such rightsPledged Debt. (bv) The Collateral Agent shall be entitled For all purposes under this Agreement, "Event of Default" means (A) prior to receive (whether or not the Debt Exchange Closing Date, an Event of Default has occurred and is continuing)as defined in the Senior Secured Debt, (iB) all non-cash dividends from and distributions (including distributions upon conversion or exchange of Security Collateral) paid in respect of Security Collateral, which shall be held by after the Collateral Agent as Security Collateral, Debt Exchange Closing Date and (ii) all cash dividends, interest and other cash distributions in respect of Security Collateral distributed in exchange for, in redemption of, or in connection with a partial or total liquidation or dissolution or with a reduction of capital, capital surplus or paid-in-surplus, which distributions described in this clause (ii) shall be deposited in the Collateral Account and held and administered as Account Collateral, provided, however, that a Credit Related Party that receives a dividend from a FERC-Regulated Restricted Subsidiary shall not be required to deliver such funds to the Collateral Agent so long as (x) such funds are not proceeds of a Mandatory Asset Prepayment Event and (y) such funds are otherwise transferred to the Company. Each issuer of Pledged Equity that is a party to this Agreement agrees to pay and deliver all dividendsany Senior Secured Debt shall remain outstanding, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. Each Grantor that has granted a security interest in Pledged Equity under this Agreement in a Pledged Company that is not a party to this Agreement, agrees to cause such Pledged Company to pay all dividends, distributions and interest described in this Section 5.08(b) on such Pledged Equity directly to the Collateral Agent. With respect to any Pledged Equity issued in conversion or exchange of Pledged Equity issued by an issuer that is not a Pledged Company, the Grantor that has pledged such Pledged Equity shall instruct the issuer to deliver directly to the Collateral Agent the Pledged Equity so issued in the exchange or conversion. Any and all dividends, distributions and interest described in this Section 5.08(b) that are received by a Grantor contrary to the provisions of this Section 5.08(b), shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other property or funds of such Grantor, and shall promptly be delivered or paid over to the Collateral Agent and held and administered as above provided in this Section 5.08(b). (c) Upon the occurrence and during the continuance of any Event of Default: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.08(a)(i) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; (ii) all rights of each Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.08(a)(ii) shall, upon delivery by the Collateral Agent to such Grantor of a written notice of such Event of Default, cease, and all such rights shall thereupon become vested in the Collateral Agent, and any and all such cash dividends, interest and other cash distributions received by such Grantor shall be promptly delivered to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. With respect to any issuer of Pledged Equity that is a party to this Agreement, upon delivery by the Collateral Agent to such issuer of a written notice of such Event of Default, such issuer shall thereafter pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii) directly to the Collateral Agent, until such issuer has received written notice from the Collateral Agent that such Event of Default no longer exists. Each Grantor that as defined in the Exchange Notes Indenture or in the Senior Secured Debt and (C) after the Senior Secured Debt has granted a security interest been paid in Pledged Equity under this Agreement in full, an issuer that is not a party to this Agreement, agrees to cause such issuer to pay and deliver all dividends, distributions and interest described in this Section 5.08(c)(ii), directly to the Collateral Agent. Any such dividends, interest and distributions received by a Grantor contrary to the provisions of this Section 5.08(c)(ii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered as above provided in this Section 5.08(c)(ii); and (iii) all rights of each Grantor to receive the payments on Payment Collateral that it would otherwise be authorized to receive and retain pursuant to Section 5.08(c)(iii) shall, upon delivery by the Collateral Agent to the Grantors and the Pipeline Company Borrowers of a written notice of such Event of Default, cease and thereafter all such payments shall be made by Default as defined in the Grantor or the Pipeline Company Borrower, as applicable, that is the account debtor or Person obligated to make payment on such Payment Collateral, directly to the Collateral Agent, who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with Section 4.02(b)(ii) as Account Collateral. Any such payments received by a Grantor contrary to the provisions of this Section 5.08(c)(iii) shall be received in trust for the benefit of the Collateral Agent, shall be segregated from the other funds of such Grantor and shall be promptly paid over by such Grantor to the Collateral Agent who shall cause the Depository Bank to deposit same in a subaccount of the Cash Collateral Account to be administered in accordance with this Section 5.08(c)(iii)Exchange Notes Indenture.