Common use of Voting Rights; Dividends Clause in Contracts

Voting Rights; Dividends. 7.01. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred and be continuing, a Pledgor : (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; providedPROVIDED, howeverHOWEVER, that such Pledgor Grantor shall not exercise or shall refrain from exercising any such right if the Agent shall have notified such Grantor that, in the Agent's judgment, such action or inaction would materially and adversely affect have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.thereof; and 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and payments interest paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement.Collateral; PROVIDED, HOWEVER, that any and all 7.03. Any (A) dividends, other distributions and all interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementsurplus, and and (bC) Cash cash paid, payable or otherwise distributed in respect of principal or in redemption of, of or in exchange for, for any Pledged Collateral to the extent not permitted by the terms of the Credit AgreementCollateral, shall be, and shall forthwith be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Agent to hold as as, Pledged Collateral and shall, if received by a Pledgorsuch Grantor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such Pledgor, Grantor and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with all necessary endorsements). (b) Upon the occurrence AND during the continuation of an Event of Default: (i) upon written notice from the Agent to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to SECTION 21(A)(I) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) except as otherwise provided in the Credit Agreement, all rights of Grantors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to SECTION 21(A)(II) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and (iii) all dividends, principal, interest payments and other distributions that are received by Grantors contrary to the provisions of paragraph (ii) of this SECTION 21(B) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of Grantors and shall forthwith be paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). 7.04. The Collateral (c) In order to permit the Agent shall to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to SECTION 21(B)(I) hereof and to receive all dividends and other distributions which it may be entitled to receive under SECTION 21(A)(II) hereof or SECTION 21(B)(II) hereof, (i) each Grantor shall, upon the occurrence of and during the continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Agent all such proxies proxies, dividend payment orders and other instruments as such Pledgor the Agent may from time to time reasonably request for and (ii) without limiting the purpose effect of enabling such Pledgor the immediately preceding clause (i), each Grantor hereby grants to the Agent an irrevocable proxy to vote the Pledged Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Interests would be entitled (including, without limitation, giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting and other rights at such meetings), which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII proxy shall be received in trust for effective, automatically and without the benefit necessity of any action (including any transfer of any Pledged Interests on the record books of the Collateral Agent and issuer thereof) by any other Person (including the other Secured Partiesissuer of the Pledged Interests or any officer or agent thereof), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon upon the occurrence and during the continuance of an Event of Default, (a) all voting Default and other rights of a Pledgor to exercise which proxy shall only terminate upon the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option payment in full of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the Secured Obligations (other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethan inchoate indemnity obligations).

Voting Rights; Dividends. 7.01. 8.1 So long as no Event of Default shall have occurred and be continuing, a occurred: (a) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Loan Agreement; provided, however, that such each Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no result in an Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of under the Pledged Collateral to the extent permitted by the Credit Loan Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent Foothill shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01paragraph (a) above. 7.05. 8.2 Subject to Sections 8.3 and 10.3 hereof, upon the occurrence and during the continuation of an Event of Default: (a) All rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8.1(a) shall cease upon notice to such Pledgor by Foothill of such Event of Default, and all such rights shall, upon notice by Foothill to the Pledgor, become vested in Foothill who shall thereupon have the sole right to exercise such voting and other consensual rights. (b) All cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral and any and all instruments and other distributions which are property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Foothill to hold as Pledged Collateral and shall, if received by a Pledgor contrary to the provisions of this Article VII shall Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesFoothill, shall be segregated from the other property or funds of such Pledgor Pledgor, and shall be forthwith paid over delivered to the Collateral Agent Foothill as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.068.3 Notwithstanding anything herein to the contrary, to the extent that the prior consent of the FCC shall be required under then-applicable law, Foothill agrees not to exercise the rights granted hereunder to foreclose or otherwise dispose of the Pledged Shares or Pledged Interests unless and until the FCC shall have granted its prior consent with respect thereto. So long as no Event of Default shall have occurred and be continuing, the certificates representing such Pledged Shares or Pledged Interests shall remain in the name of the pledgors thereof and such pledgors shall have and exercise all rights of ownership, including the right to vote such Pledged Shares or Pledged Interests. Upon the occurrence and during the continuance of an Event of Default, (a) all voting Default and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise following notice being given pursuant to Section 7.01 shall8.2(a) hereof, at in addition to the option other remedies provided for in this Agreement, Foothill or its nominee shall be entitled, subject to the prior approval of the Collateral AgentFCC to the extent required, cease and become vested to transfer to or register the Pledged Shares or Pledged Interests in the Collateral Agent for the benefit name of itself Foothill or its nominee, and the other Secured Parties, which shall thereupon have the sole right to vote and exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the power of an owner with respect to such Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseShares or Pledged Interests.

Voting Rights; Dividends. 7.01. So A. During the term of this Agreement, and so long as no there shall not occur a Default or an Event of Default Default: 1. the Pledgor shall have occurred and be continuing, a Pledgor shall be entitled the right to exercise any and vote the Shares on all voting and other rights pertaining to the Pledged Collateral or any part thereof corporate questions for any purpose all purposes not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit AgreementFinancing Documents and, to that end, if Lender transfers the Shares into its name or the name of its nominee, Lender shall, upon the request of the Pledgor, unless a Default or an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to the Pledgor proxies with respect to the Shares; and 2. the Pledgor may receive and retain any and all dividends or other distributions paid in respect of the Pledged Collateral; provided, however, that such Pledgor shall not exercise any and all (A) dividends and interest paid or shall refrain from exercising any such right if such action payable other than in cash in respect of, and instruments and other property received, receivable or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time otherwise distributed in respect of the or in exchange for, any Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus to the extent not permitted by the terms of the Credit Agreement, and (bC) Cash cash paid, payable or otherwise distributed in any permitted redemption of, or in permitted exchange forof, any Pledged Collateral Collateral, shall be, and shall forthwith be delivered to or at the extent not permitted by the terms direction of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as Pledged Collateral and shall, if received by a the Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from the other property or funds of such the Pledgor, and shall be forthwith delivered to or at the Collateral Agent direction of the Lender in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral in the same form and as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request further collateral security for the purpose Obligations; B. Upon the occurrence of enabling such Pledgor to exercise an Event of Default: 1. the voting and other rights which it is Lender shall thereafter be entitled to exercise pursuant all voting powers pertaining to Section 7.01.the Shares and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever, and the Pledgor, forthwith upon the request of the Lender, shall secure (if not already secured by the Lender) executed resignations of the officers and directors of the Pledgor and of the Entities in order that the Lender may elect the officers and directors of the Pledgor and of the Entities designated by Lender; and 7.052. All dividends all rights of the Pledgor to receive the dividends, payments or other distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii), shall cease, and all such rights shall thereupon become vested in the Lender which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and 3. all dividends and interest payments which are received by a the Pledgor contrary to the provisions of this Article VII Section 7 shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from other funds of such Pledgor the Pledgor, and shall be forthwith paid over to the Collateral Agent Lender as Pledged Collateral in the same exact form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Defaultendorsement and/or appropriate stock powers duly executed in blank, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option held by or on behalf of the Lender as Pledged Collateral Agent, cease and become vested in the Collateral Agent as further collateral security for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseObligations.

Voting Rights; Dividends. 7.01. So long as there is no failure to make due and punctual payment to the Pledgee in accordance with the terms of the Secured Obligations nor any other continuing event which would constitute an event of default under this Agreement (an "Event of Default shall have occurred and be continuing, a Default"): (a) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an Issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the extent permitted by the Credit Agreement. 7.03. Any Issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid property received in payment of the principal of or payable in Cash redemption of or in respect of exchange for any Pledged Collateral in connection with a partial (either at maturity, upon call for redemption or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreementotherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Pledgee or its assigns or the holder of any subsequent perfected lien as provided in the addendum to this Pledge Agreement and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Escrow Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held as Pledged Collateral in subject to the same form as so received (with any necessary endorsement)terms of this Pledge Agreement. 7.04. (c) The Collateral Agent Pledgee shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to Section 7.01subparagraph (a) above and/or to receive the dividends and/or interest payments which it is authorized to receive and retain pursuant to subparagraph (b) above. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. d) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 7.01 shall3(a) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 3(b) hereof shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Pledgee who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 3(b) hereof. Any and all money and other property paid over to or received by the Pledgee pursuant to the provisions of this paragraph (d) or pursuant to the exercise by Pledgee of the voting and/or consensual rights and powers shall be retained by the Pledgee as additional collateral hereunder and be applied in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the provisions of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethis Pledge Agreement.

Voting Rights; Dividends. 7.01. So long as there is no failure to make due and punctual payment to the Pledgees in accordance with the terms of the Secured Obligations nor any other continuing event which would constitute an event of default under this Agreement (an "Event of Default shall have occurred and be continuing, a Default"): (a) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an Issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the extent permitted by the Credit Agreement. 7.03. Any Issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid property received in payment of the principal of or payable in Cash redemption of or in respect of exchange for any Pledged Collateral in connection with a partial (either at maturity, upon call for redemption or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreementotherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Pledgees or its assigns or the holder of any subsequent perfected lien as provided in the addendum to this Pledge Agreement and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Escrow Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with the Pledgees' instructions) to be held as Pledged Collateral in subject to the same form as so received (with any necessary endorsement)terms of this Pledge Agreement. 7.04. (c) The Collateral Agent Pledgees shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to Section 7.01subparagraph (a) above and/or to receive the dividends and/or interest payments which it is authorized to receive and retain pursuant to subparagraph (b) above. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. d) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 7.01 shall3(a) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 3(b) hereof shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Pledgees who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 3(b) hereof. Any and all money and other property paid over to or received by the Pledgees pursuant to the provisions of this paragraph (d) or pursuant to the exercise by Pledgees of the voting and/or consensual rights and powers shall be retained by the Pledgees as additional collateral hereunder and be applied in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the provisions of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethis Pledge Agreement.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Credit Agreement and the Credit Agreementother Loan Documents and Banking Services documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Collateral Securities and Pledged Interests or the rights and remedies of any part thereof or be inconsistent with or violate any provisions of the Secured Parties under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Loan Document or any Banking Services document or the ability of the other Credit DocumentsSecured Parties to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement. 7.03, the Prudential Intercreditor Agreement, the other Loan Documents, the Banking Services documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or the admission or withdrawal of any Partner, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer or Partnership may be a party or otherwise, any Pledged Collateral to shall (except as otherwise provided in the extent not permitted by the terms preceding sentence) be and become part of the Credit AgreementCollateral, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and shall be forthwith delivered to the Collateral Agent in the same form as Pledged so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long as no In addition, the Pledgor agrees that: (a) if any Event of Default shall have occurred and be continuing, a promptly upon receipt thereof by the Pledgor and upon request therefor by the Collateral Agent, the Pledgor shall be entitled to exercise any and all voting and other rights pertaining deliver (properly endorsed where required hereby or requested by the Collateral Agent) to the Pledged Collateral Agent all Dividends (other than Dividends expressly permitted to be made by the Borrower or any part thereof for any purpose not inconsistent with Xxxxxx Xxxxx 0 to the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value under Section 8.06 of the Pledged Collateral or Term Loan Agreement) of any part thereof or be inconsistent with or violate Loan Party and its Subsidiaries; (b) if any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a immediately upon notice to the Pledgor shall be entitled by the Collateral Agent, all rights of the Pledgor to receive all dividends, distributions and payments paid exercise or refrain from time to time exercising voting or other consensual rights in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any shall cease and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, such rights shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured PartiesAgent, which who shall thereupon have the sole right to exercise or refrain from exercising such rights in accordance with Article XIV voting and other consensual rights; and (bc) all Cash dividends or other distributions payable in respect if any Event of Default shall have occurred and be continuing, upon request of the Pledged Collateral Agent, the Pledgor shall immediately deliver to the Collateral Agent such proxies and other documents as may be necessary to allow the Collateral Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, the Pledgor shall be paid entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Term Loan Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Stock (subject to the Pledgor’s obligation to deliver to the Collateral Agent such certificated Pledged Stock in pledge hereunder) and to the receipt of all Dividends permitted to be made under Section 8.06 of the Term Loan Agreement. All Dividends, Distributions, cash payments and proceeds which the Pledgor is then obligated to deliver to the Collateral Agent, shall, until delivery to the Collateral Agent, be held by the Pledgor separate and apart from its other property in trust for the benefit Collateral Agent. The Collateral Agent agrees that unless an Event of itself Default shall have occurred and be continuing, the Collateral Agent shall, upon the written request of the Pledgor, promptly deliver such proxies and other Secured Parties documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting and such Pledgor’s right other consensual rights with respect to receive such cash payments pursuant to Sections 7.02 and 7.03 any Collateral; provided, however, that no vote shall immediately ceasebe cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Term Loan Agreement or any other Loan Document (including this Agreement).

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default (as defined in the Note) shall have occurred and be continuing, a the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers accruing to an owner of the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Pledge AgreementAgreement or any agreement giving rise to or otherwise relating to any of the Secured Obligations; PROVIDED, the Guarantee Agreements or the Credit Agreement; provided, howeverHOWEVER, that such the Pledgor shall not exercise exercise, or shall refrain from exercising exercising, any such right or power if any such action or inaction would materially and adversely affect could have a adverse effect on the value of such Pledged Collateral in the sole judgment of the Pledgee. The Pledgor shall not be entitled to retain and use any and all dividends or distributions or other payments paid on the Pledged Collateral, including any and all stock and/or liquidating dividends, other distributions in property, return of capital or other cash or non-cash distributions made on or in respect of Pledged Collateral, whether resulting from a subdivision, combination or reclassification of outstanding Securities of the Issuer which are pledged hereunder or received in exchange for Pledged Collateral or any part thereof or be inconsistent with as a result of any merger, consolidation, acquisition or violate any provisions other exchange of this Pledge Agreementassets or on the liquidation, the Guarantee Agreementswhether voluntary or involuntary, the Credit Agreement or any of the Issuer, or otherwise, such property, if it is a cash dividend or distribution or other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuingcash payment, being a Pledgor shall be entitled to receive all dividendsMandatory Prepayment, distributions and payments paid from time to time in respect of the or otherwise being additional Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitalpledged hereunder, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a the Pledgor, shall forthwith be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent Pledgee to be held as Pledged Collateral subject to the terms and conditions of this Agreement and the Note; PROVIDED, HOWEVER, that the amount of any Distribution excluded, pursuant to the Note, from a related Mandatory Prepayment (as such terms are defined in the same form as Note) shall not be so received (with any necessary endorsement). 7.04delivered. The Collateral Agent shall Pledgee agrees to execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to a the Pledgor, as appropriate, at the sole cost and expense of the PledgorsPledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant and/or to Section 7.01receive the dividends which Pledgor is authorized to retain. Without limiting the generality of the foregoing, the Pledgor hereby grants a proxy (which shall be a proxy coupled with an interest) to the Pledgee to vote the Pledged Collateral upon the occurrence and continuation of an Event of Default. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. b) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would Pledgor is entitled to exercise pursuant to SECTION 7(a) shall cease, and all such rights thereupon shall become immediately vested in the Pledgee, which shall have, to the extent permitted by any law, rule, regulation, ordinance or code of any Governmental Entity (each, a "LAW"), the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers which the Pledgor shall otherwise be entitled to exercise pursuant to Section 7.01 shall, at SECTION 7(a). Any and all money and other property paid over to or received by the option Pledgee pursuant to the provisions of this SECTION 7(b) shall be retained by the Collateral Agent, cease Pledgee as additional collateral hereunder and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights be applied in accordance with Article XIV and (b) all Cash the provisions of SECTION 9. If the Pledgor shall receive any dividends or other distributions payable property which he is not entitled to receive under this SECTION 7, the Pledgor shall hold the same in respect trust for the Pledgee, without commingling the same with other funds or property of or held by the Pledged Collateral Pledgor, and shall be paid promptly deliver the same to the Collateral AgentPledgee upon receipt by the Pledgor in the identical form received, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasetogether with any necessary endorsements.

Voting Rights; Dividends. 7.01. So During the term of this Stock Pledge Agreement and as long as no Event of Default (as such term is defined in the Note) under the Note shall have occurred and be continuing, : (a) Purchaser (or any successor in interest) shall have all the rights of a Pledgor shall be entitled to exercise any and all stockholder (including voting and other rights pertaining dividend rights) with respect to the Pledged Collateral or any part thereof for any purpose not inconsistent with Purchased Shares, subject to the terms of this Stock Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Purchase Agreement, the Guarantee AgreementsNote, and the Voting Agreement (collectively, the Credit Agreement “Transaction Documents”) (b) Purchaser (or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor successor in interest) shall be entitled to receive all dividendsand retain any cash dividends on the Purchased Shares. However, distributions and payments paid from time to time in the event of any stock dividend, stock split, re-capitalization or other change affecting the Company’s outstanding common stock as a class effected without receipt of consideration or in the event of a Corporate Transaction, any new, substituted or additional securities or other property which is by reason of such transaction distributed with respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, Purchased Shares shall be in each case forthwith immediately delivered to the Collateral Agent, on behalf Secretary of the Secured PartiesCompany to be held in escrow under Section 6 of the Purchase Agreement as Collateral, to hold as Pledged Collateral and shallshall be, if received by a PledgorPurchaser, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesCompany, be segregated from the other property or funds of such PledgorPurchaser, and be forthwith delivered to the Collateral Agent Company as Pledged Collateral in the same form as so received (with any necessary endorsement).; 7.04. The Collateral Agent (c) Purchaser shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Company all such proxies and other instruments as such Pledgor the company may reasonably request for the purpose of enabling such Pledgor the Company to exercise the those voting and other rights which it is entitled to exercise pursuant to Section 7.01.the Voting Agreement; and 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions (d) If an Event of this Article VII Default shall have occurred and be continuing and any amounts shall be received in trust for the benefit due and payable (whether by acceleration, maturity or otherwise) under any of the Collateral Agent Liabilities, all rights of Purchaser to exercise the voting and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over consensual rights with respect to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to the Purchase Agreement or this Section 7.01 2 shall, at the option of Company’s option, cease, and all such rights shall, at the Collateral AgentCompany’s option, cease and thereupon become vested in the Collateral Agent for the benefit Company so long as an Event of itself Default shall continue, and the other Secured PartiesCompany shall, which shall at its option, thereupon have the sole right right, but no obligation, to exercise such voting and other consensual rights in accordance with Article XIV and (b) all Cash dividends to receive and hold as Collateral such dividends, interest payments and any new, substituted or additional securities or other distributions payable in property which is distributed with respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseCollateral.

Voting Rights; Dividends. 7.01. So long as there is no failure to make due and punctual payment to the Pledgee in accordance with the terms of the Secured Obligations nor any other continuing event which would constitute an event of default under this Agreement (an "Event of Default shall have occurred and be continuing, a Default"): (a) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an Issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the extent permitted by the Credit Agreement. 7.03. Any Issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid property received in payment of the principal of or payable in Cash redemption of or in respect of exchange for any Pledged Collateral in connection with a partial (either at maturity, upon call for redemption or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreementotherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Pledgee or its assigns or the holder of any subsequent perfected lien as provided in the addendum to this Pledge Agreement and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Escrow Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held as Pledged Collateral in subject to the same form as so received (with any necessary endorsement)terms of this Pledge Agreement. 7.04. (c) The Collateral Agent Pledgee shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to Section 7.01subparagraph (a) above and/or to receive the dividends and/or interest payments which it is authorized to receive and retain pursuant to subparagraph (b) above. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. d) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 7.01 shall3(a) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 3(b) hereof shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Pledgee who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 3(b) hereof. Any and all money and other property paid over to or received by the Pledgee pursuant to the provisions of this Section 3 or pursuant to the exercise by Pledgee of the voting and/or consensual rights and powers shall be retained by the Pledgee as additional collateral hereunder and be applied in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the provisions of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethis Pledge Agreement.

Voting Rights; Dividends. 7.01. So long as no Default or Event of Default shall have occurred and be continuing, a subject to applicable cure periods (or, in the case of clause (a) of this Section, as long as no notice thereof shall have been given by the Collateral Agent to the relevant Pledgor): (a) Each Pledgor shall be entitled to exercise any and all management, voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent in a manner consistent with the terms of this Pledge Agreement, Agreement and the Guarantee Agreements or the Credit Agreementother Operative Agreements; provided, however, that such Pledgor shall not exercise exercise, or shall refrain from exercising exercising, any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.have a Material Adverse Effect; 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) Each Pledgor shall be entitled to receive and retain any and all dividends, distributions and payments dividends paid from time to time in respect of the Pledged Collateral to the extent permitted owned by the Credit Agreement. 7.03. Any it (other than any and all (a) dividends and other distributions paid or payable other than in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementof, and (b) Cash paidinstruments and other property received, payable receivable or otherwise distributed in redemption respect of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms Collateral, all of the Credit Agreement, which shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Agent to hold as Pledged Collateral and shall, if received by a such Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement)); provided that if any of the Pledgors' Subsidiaries are dissolved or liquidated in accordance with the terms and conditions of the Note Purchase Agreement, each such Pledgor shall be entitled to receive and retain any and all dividends paid in respect of such liquidation or dissolution. 7.04. (c) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgors all such proxies and other instruments as such any Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, paragraph (a) all voting above and other rights of a Pledgor to exercise receive the rights dividends which it would otherwise be entitled is authorized to exercise receive and retain pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and paragraph (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseabove.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a : (i) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights pertaining powers accruing to the an owner of Pledged Collateral Securities or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, and/or the Loan Documents, provided that such right exercised or action taken would not impair the Collateral, result in any violation of, or adversely affect any provision of this Agreement or any Loan Documents, the rights and remedies of the Agent or the Pledgees under this Agreement, the Guarantee Agreements Loan Documents or any other document executed and delivered in connection herewith or therewith, or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value ability of the Pledged Collateral Agent or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, Pledgees to exercise the Credit Agreement or any of the other Credit Documentssame. 7.02. So long (ii) The Agent shall execute and deliver to the Pledgor, or cause to be executed and delivered to the Pledgor, all such proxies, powers of attorney, and other instruments as no Event the Pledgor may reasonably request for the purpose of Default shall have occurred enabling the Pledgor to exercise the voting and/or consensual rights and be continuing, a powers which they are entitled to exercise pursuant to subparagraph (i) above. (iii) The Pledgor shall be entitled to receive and retain any and all dividends, distributions and payments cash dividends paid from time to time in respect the normal course of business of the Company on the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03Stock. Any and all (ax) non-cash dividends, (y) stock or dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral cash or otherwise in connection with a partial or total liquidation or dissolution or dissolution, and (z) instruments, securities, other distributions in connection with a reduction property, return of capital, capital surplus or paid-in-in surplus to the extent not or other distributions made on or in respect of Pledged Stock (other than dividends permitted by the terms this Section 5(a) (iii)), whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination, recapitalization or reclassification of the Credit Agreement, and (b) Cash paid, payable outstanding capital stock of the Company of any Pledged Stock or otherwise distributed received in redemption ofexchange for Pledged Stock or any part thereof, or in redemption thereof, as a result of any reorganization, merger, consolidation, acquisition or other exchange forof assets to which the Company is or may be a party or otherwise shall be and become part of the Collateral, any Pledged Collateral to the extent not permitted and, if received by the terms Pledgor, shall not be commingled by the Pledgor with any of the Credit Agreementits other funds or property but shall be held separate and apart therefrom, shall be held in each case trust for the benefit of the Agent and the Pledgees and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) as additional collateral security for the Secured Obligations. (iv) Notwithstanding anything to the contrary contained herein, for as long as any Notes remain outstanding, the Pledgor shall grant the Agent a veto right with respect to any and all major transactions entertained by the Company and any transactions involving the issuance of Ordinary Shares or any securities convertible, exchangeable or exercisable into Ordinary Shares. In addition, each of the Pledgees or any of its agents shall be permitted to observe any and all meetings of the board of directors of the Company and shall be consulted by such board of directors of the Company in connection with any action to be taken by written consent for as long as any portion of the Notes remain outstanding. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to receive any dividends, stock, instruments, securities and other distributions which the Pledgor is authorized to receive pursuant to paragraph (a)(iii) of this Section 5 shall cease, and all such rights shall thereupon become vested in the Agent, on behalf of which shall have the Secured Parties, sole and exclusive right and authority to hold as Pledged Collateral receive and shall, if retain such dividends and distributions. All dividends and distributions which are received by a Pledgor, the Pledgor contrary to the provisions of this Section 5(b) shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesPledgees, shall be segregated from the other property or funds of such Pledgor, the Pledgor and shall be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Agent pursuant to the provisions of this Section 5(b) shall be retained by the Agent in an account to be established by the Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 8 hereof. 7.04(c) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and consensual rights and powers which it is entitled to exercise pursuant to Section 5(a)(i) shall cease pursuant to the irrevocable proxy granted herein, and all such rights shall thereupon become vested in the Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. The Collateral In addition, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right to nominate or replace a number of directors to constitute a majority of the board of directors of the Company. (d) In order to permit the Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 5(c) and to receive all dividends and other distributions which it may be entitled to receive under Section 5(a)(iii) or Section 5(b), the Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Agent all such proxies proxies, dividend payment orders, undated stock powers duly executed in blank by the Pledgor and other instruments as such Pledgor the Agent may from time to time reasonably request for request. Without limiting the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit effect of the Collateral Agent foregoing, the Pledgor does hereby constitute and appoint the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon its proxy, effective upon the occurrence and during the continuance of an Event of Default, to exercise all rights, benefits, privileges and powers accruing to the Pledgor, as owner of the Pledged Securities, including, without limitation, giving or withholding consent, calling and attending shareholders' meetings to be held from time to time with full power to vote and act for and in the name, place and stead of the Pledgor and in the same manner, to the same extent, and with the same effect that the Pledgor would if personally present at such meetings, giving to the Agent full power of substitution and revocation, which proxy shall be effective, automatically and without the necessity of any action (aincluding any transfer of any Pledged Stock on the record books of the issuer thereof) all voting and other rights by any person (including the issuer of a the Pledged Stock or any officer or the Agent thereof). THIS PROXY IS IRREVOCABLE AND COUPLED WITH AN INTEREST Any proxy or proxies heretofore given by the Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease any person or persons whatsoever are hereby revoked. This proxy shall continue in full force and become vested effect until such time as all Secured Obligations are paid and satisfied in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights full in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the terms of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseLoan Documents.

Voting Rights; Dividends. 7.01Each Pledgor agrees: (a) that the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to the Pledged Collateral and such Pledgor hereby grants the Collateral Agent, from the date hereof until the complete, full and final payment and performance of the Secured Obligations, an irrevocable proxy, coupled with an interest exercisable under such circumstances, to vote such Pledged Collateral; and (b) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in this Section 4.2, the Pledgors shall have the exclusive voting power with respect to the Pledged Collateral and the Collateral Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to the Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver or ratification given, or action taken, by any Pledgor that would impair any Pledged Collateral or be inconsistent with, or violate any provision of, any of the Transaction Documents (including this Agreement) without the prior written consent of the Collateral Agent and the Secured Parties. So long as no Event of Default shall have occurred and be continuing, a each Pledgor shall be entitled to exercise any receive all dividends and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent distributions made in accordance with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value Guaranty Agreement in respect of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions Equity. All such rights of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no such Pledgor to receive dividends shall cease in case an Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive continuing and form such time all dividends, dividends or distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, Equity shall be in each case forthwith delivered paid to the Collateral Agent. All payments and proceeds which may at any time, and from time to time, be held by any of the Pledgors, but which such Pledgor is obligated to deliver to the Collateral Agent on behalf of itself and the Secured Parties, to hold as Pledged Collateral shall be held by such Pledgor separate and shall, if received by a Pledgor, be received apart from its other property in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have has occurred and be is continuing, a Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below) to (i) exercise any and all its voting and other consensual rights pertaining with respect to the Pledged Collateral or Shares and otherwise exercise the incidents of ownership thereof in any part thereof for any purpose manner not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Loan Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred Loan Document and be continuing, a Pledgor shall be entitled (ii) to receive all dividends, cash dividends or other distributions and payments paid from time to time in the ordinary course made in respect of the Pledged Collateral Shares to the extent permitted by under the Credit Loan Agreement. 7.03. Any and all (a) dividends and other distributions paid Pledgor hereby grants to Pledgee or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitalits nominee, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent Pledgee and the other Secured PartiesLenders, be segregated from the other property or funds of such Pledgor, an irrevocable proxy to exercise all voting and be forthwith delivered corporate rights relating to the Collateral Agent Pledged Shares in any instance, including, without limitation, to approve any merger involving Production as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent a constituent corporation, which proxy shall execute and deliver (or cause to be executed and delivered) to a Pledgoreffective, at the expense discretion of Pledgee, upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request. (b) In the event that Pledgor, as record and beneficial owner of the PledgorsPledged Shares, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is shall have received or shall have become entitled to exercise pursuant to Section 7.01. 7.05. All receive, any cash dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon ordinary course after the occurrence and during the continuance of an Event of Default, (a) all voting Pledgor shall deliver to Pledgee and other rights of a Pledgor to exercise the rights which it would otherwise Pledgee shall be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease receive and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agentretain, for the benefit of itself Pledgee and the other Secured Parties and such Pledgor’s right to receive Lenders, all such cash payments or other distributions as additional security for the Liabilities. (c) Subject to any sale or other disposition by Pledgee of the Pledged Shares or other property pursuant to Sections 7.02 this Agreement, upon termination pursuant to Section 14 hereof of the liens and 7.03 security interests hereby granted, the Pledged Shares and any other property then held as part of the Pledged Shares in accordance with the provisions of this Agreement shall immediately ceasebe returned to Pledgor or to such other Person as shall be legally entitled thereto.

Voting Rights; Dividends. 7.01Each Pledgor agrees: (a) that the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to the Pledged Collateral and such Pledgor hereby grants the Collateral Agent, from the date hereof until the complete, full and final payment and performance of the Secured Obligations, an irrevocable proxy, coupled with an interest exercisable under such circumstances, to vote such Pledged Collateral; and (b) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice thereof to the Pledgors, the Pledgors shall have the exclusive voting power with respect to the Pledged Collateral and the Collateral Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to the Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver or ratification given, or action taken, by any Pledgor that would impair any Pledged Collateral or be inconsistent with, or violate any provision of, any of the Transaction Documents (including this Agreement) without the prior written consent of the Collateral Agent and the Secured Parties. So long as no Event of Default shall have occurred and be continuing, a each Pledgor shall be entitled to exercise any receive all dividends and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent distributions made in accordance with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value Note Agreement in respect of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions Equity. All such rights of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no such Pledgor to receive dividends shall cease in case an Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive continuing and from such time all dividends, dividends or distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, Equity shall be in each case forthwith delivered paid to the Collateral Agent. All payments and proceeds which may at any time, and from time to time, be held by any of the Pledgors, but which such Pledgor is obligated to deliver to the Collateral Agent on behalf of itself and the Secured Parties, to hold as Pledged Collateral shall be held by such Pledgor separate and shall, if received by a Pledgor, be received apart from its other property in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuingcontinuing and, a Pledgor other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, the Administrative Agent shall have notified the Grantors that the Grantors’ rights, in whole or in part, under this Section 3.05 are being suspended: (i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers inuring to the an owner of Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, Agreement and the Guarantee Agreements or the other Credit AgreementDocuments; provided, however, provided that such Pledgor rights and powers shall not exercise or shall refrain from exercising be exercised in any such right if such action or inaction would manner that could reasonably be expected to materially and adversely affect the value rights and remedies of any of the Pledged Collateral Administrative Agent or any part thereof or be inconsistent with or violate any provisions of other Secured Party under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of Document or the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf ability of the Secured Parties, Parties to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for exercise the benefit of same; (ii) the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Administrative Agent shall promptly execute and deliver (to each Grantor, or cause to be promptly executed and delivered) delivered to a Pledgor, at the expense of the Pledgorssuch Grantor, all such proxies proxies, powers of attorney and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and/or consensual rights and other rights which powers it is entitled to exercise pursuant to Section 7.01. 7.05. All 3.05(a)(i); and (iii) each Grantor shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Collateral; provided that any noncash dividends or other distributions that would constitute Pledged Equity Interests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which are such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by a Pledgor contrary any Grantor, required to be delivered to the provisions of this Article VII Administrative Agent hereunder, shall be received held in trust for the benefit of the Collateral Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor Parties and shall be forthwith paid over delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so in which they shall have been received (with any necessary endorsementendorsements, stock or note powers, allonges and other instruments of transfer reasonably requested by the Administrative Agent). 7.06. (b) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantor’s rights under Section 3.05(a)(iii), all rights of any Grantor to dividends or other distributions that such Grantor is authorized to receive pursuant to Section 3.05(a)(iii), shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends and other distributions received by any Grantor contrary to the provisions of this Section 3.05 shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the form in which they shall have been received (awith any necessary endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 3.05(b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property, shall be held as security for the payment of the Obligations and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each Grantor (without interest) all voting dividends or other distributions that such Grantor would otherwise have been permitted to retain pursuant to the terms of Section 3.05(a)(iii) and that remain in such account. Notwithstanding anything in this Agreement to the contrary, the Grantors and the Administrative Agent acknowledge and agree that any distributions or other proceeds of Equity Interests received from or in respect of any Joint Venture by a Grantor, or by the Administrative Agent on behalf of a Grantor, remain subject to any disgorgement or other “claw back” provisions set forth in the applicable organizational documents or joint venture or similar agreement applicable to such Joint Venture. (c) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantors’ rights under Section 3.05(a)(i), all rights of a Pledgor any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.05(a)(i), shall thereupon become vested in the Administrative Agent, which it shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant prior to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasevesting.

Voting Rights; Dividends. 7.01(a) So long as no Event of Default (as defined in the Notes) has occurred and is continuing, each Pledgor shall be entitled (subject to the other provisions hereof, including without limitation Section 8 below) to exercise its voting and other consensual rights with respect to the applicable Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement or the Purchase Agreement and the other Transaction Documents. Each Pledgor hereby grants to Pledgee or its nominee, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of Pledgee, upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, each Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request. (b) So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, cash dividends or other distributions and payments paid from time to time made in respect of the Pledged Collateral Shares, to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by be made pursuant to the terms of the Credit Agreement, and (b) Cash paid, payable Purchase Agreement or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06Notes. Upon the occurrence and during the continuance of an Event of Default, (a) all voting in the event that a Pledgor, as record and other rights beneficial owner of a Pledgor to exercise the rights which it would otherwise be certain Pledged Shares, shall have received or shall have become entitled to exercise pursuant to Section 7.01 shallreceive, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash any cash dividends or other distributions payable in respect of the Pledged Collateral ordinary course, such Pledgor shall deliver to Pledgee, and Pledgee shall be paid entitled to the Collateral Agentreceive and retain, for the benefit of itself Pledgee, all such cash or other distributions as additional security for the Obligations. (c) Subject to any sale or other disposition by Pledgee of the Pledged Shares, any other Pledged Collateral or other property pursuant to this Agreement, upon full payment in cash, satisfaction and termination of all of the Obligations and the other Secured Parties and such Pledgor’s right to receive such cash payments termination of this Agreement pursuant to Sections 7.02 Section 11 hereof of the liens and 7.03 security interests hereby granted, the Pledged Shares, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall immediately ceasebe returned to the applicable Pledgor or to such other persons or entities as shall be legally entitled thereto. (d) Pledgor shall cause all Pledged Shares to be certificated at all times while this Agreement is in effect.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default (as defined in the Note) shall have occurred and be continuing, a the Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining and powers accruing to an owner of the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms and conditions of this Pledge Agreement, Agreement or any agreement giving rise to or otherwise relating to any of the Guarantee Agreements or the Credit AgreementSecured Obligations; provided, however, that such the Pledgor shall not exercise exercise, or shall refrain from exercising exercising, any such right or power if any such action or inaction would materially and adversely affect could have a adverse effect on the value of such Pledged Collateral in the sole judgment of the Pledgee. The Pledgor shall not be entitled to retain and use any and all dividends or distributions or other payments paid on the Pledged Collateral, including any and all stock and/or liquidating dividends, other distributions in property, return of capital or other cash or non-cash distributions made on or in respect of Pledged Collateral, whether resulting from a subdivision, combination or reclassification of outstanding Securities of the Issuer which are pledged hereunder or received in exchange for Pledged Collateral or any part thereof or be inconsistent with as a result of any merger, consolidation, acquisition or violate any provisions other exchange of this Pledge Agreementassets or on the liquidation, the Guarantee Agreementswhether voluntary or involuntary, the Credit Agreement or any of the Issuer, or otherwise, such property, if it is a cash dividend or distribution or other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuingcash payment, being a Pledgor shall be entitled to receive all dividendsMandatory Prepayment, distributions and payments paid from time to time in respect of the or otherwise being additional Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitalpledged hereunder, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a the Pledgor, shall forthwith be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent Pledgee to be held as Pledged Collateral subject to the terms and conditions of this Agreement and the Note; provided, however, that the amount of any Distribution excluded, pursuant to the Note, from a related Mandatory Prepayment (as such terms are defined in the same form as Note) shall not be so received (with any necessary endorsement). 7.04delivered. The Collateral Agent shall Pledgee agrees to execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to a the Pledgor, as appropriate, at the sole cost and expense of the PledgorsPledgor, all such proxies proxies, powers of attorney, dividend orders and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it Pledgor is entitled to exercise pursuant and/or to Section 7.01receive the dividends which Pledgor is authorized to retain. Without limiting the generality of the foregoing, the Pledgor hereby grants a proxy (which shall be a proxy coupled with an interest) to the Pledgee to vote the Pledged Collateral upon the occurrence and continuation of an Event of Default. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. b) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would Pledgor is entitled to exercise pursuant to Section 7(a) shall cease, and all such rights thereupon shall become immediately vested in the Pledgee, which shall have, to the extent permitted by any law, rule, regulation, ordinance or code of any Governmental Entity (each, a “Law”), the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers which the Pledgor shall otherwise be entitled to exercise pursuant to Section 7.01 shall, at 7(a). Any and all money and other property paid over to or received by the option Pledgee pursuant to the provisions of this Section 7(b) shall be retained by the Collateral Agent, cease Pledgee as additional collateral hereunder and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights be applied in accordance with Article XIV and (b) all Cash the provisions of Section 9. If the Pledgor shall receive any dividends or other distributions payable property which he is not entitled to receive under this Section 7, the Pledgor shall hold the same in respect trust for the Pledgee, without commingling the same with other funds or property of or held by the Pledged Collateral Pledgor, and shall be paid promptly deliver the same to the Collateral AgentPledgee upon receipt by the Pledgor in the identical form received, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasetogether with any necessary endorsements.

Voting Rights; Dividends. 7.01. So long as no Event of Default shall have occurred and be continuingIn addition, a each Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreementagrees that, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon upon the occurrence and during the continuance of an Event of Default, : (a) promptly upon receipt thereof by Pledgor and without any request therefor by Administrative Agent, Pledgor shall deliver (properly endorsed where required hereby or requested by Administrative Agent) to Administrative Agent all voting and other Dividends, all of which shall be held by Administrative Agent as additional Collateral for use in accordance with Section 5.5; (b) upon notice to Pledgor by Administrative Agent, all rights of a Pledgor to exercise the or refrain from exercising voting or other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option in respect of the Collateral Agent, shall cease and all such rights shall thereupon become vested in the Collateral Administrative Agent for the benefit of itself and the other Secured Parties, which who shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights; and (c) promptly upon request of Administrative Agent, Pledgor shall deliver to Administrative Agent such proxies and other documents as may be necessary to allow Administrative Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, each Pledgor shall be entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Credit Agreement, Guaranty Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Interests or other Equity Interests constituting Collateral (subject to Pledgor’s obligation to deliver to Administrative Agent such Pledged Interests and other Equity Interests in pledge hereunder) and to the receipt of all Dividends and Distributions. All Dividends, Distributions, cash payments and Proceeds which Pledgor is obligated to deliver to Administrative Agent in accordance with Article XIV this Agreement, shall, until delivery to Administrative Agent, be held by Pledgor separate and apart from its other property in trust for Administrative Agent. Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing, Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by Pledgor which are necessary or appropriate to allow Pledgor to exercise voting power with respect to any Equity Interest (bincluding any Pledged Interest) all Cash dividends constituting Collateral; provided, however, that no vote shall be cast, or other distributions payable consent, waiver or ratification given, or action taken by Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Pledged Collateral shall be paid to Credit Agreement, the Collateral Agent, for the benefit of itself and the Guaranty Agreement or any other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseLoan Document (including this Agreement).

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred then exist or result therefrom (and so long as written notice revoking the applicable Debtor’s rights described in this Section 7 has not been given by the Administrative Agent to the Debtors after and during the continuance of such Event of Default, which written notice shall be continuing, a Pledgor given one (1) day before such notice shall be in effect): (i) Each Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) Each Debtor shall be entitled to receive and retain any and all dividends, dividends or distributions and payments paid from time to time in respect of the its Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable Shares, in Cash in respect of any Pledged Collateral in connection compliance with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, except dividends paid or payable other than in cash in respect of, and (b) Cash paidinstruments and other property received, payable receivable or otherwise distributed in redemption respect of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms Shares, all of the Credit Agreementwhich shall be, and all of which shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Administrative Agent to hold as as, Pledged Collateral and shall, if received by a Pledgorany Debtor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAdministrative Agent, be segregated from the other property or funds of such PledgorDebtor, and be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement and indemnity). 7.04. (iii) The Collateral Administrative Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, applicable Debtor all such proxies and other instruments as such Pledgor Debtor may reasonably request for the purpose of enabling such Pledgor Debtor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01clause (i) above and to receive the dividends or distributions which it is authorized to receive and retain pursuant to clause (ii) above. Notwithstanding anything to the contrary contained herein, the Debtor shall be entitled and permitted to retain any tax distributions at any time. 7.05. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) above shall cease upon one (1) day’s written notice from the Administrative Agent, and all such rights shall thereupon become vested in the Administrative Agent, for its benefit and the ratable benefit of the holders of the Secured Obligations, who shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Debtor to receive the dividends or distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) above shall cease upon one (1) day’s written notice from the Administrative Agent, and all such rights shall thereupon become vested in the Administrative Agent, for its benefit and the ratable benefit of the holders of the Secured Obligations, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends. (iii) All dividends or other distributions which are received by a Pledgor any Debtor contrary to the provisions of paragraph (ii) of this Article VII Section 7(b) shall be received in trust for the benefit of the Collateral Agent Administrative Agent, for its benefit and the other ratable benefit of the holders of the Secured PartiesObligations, shall be segregated from other funds of such Pledgor Debtor and shall be forthwith paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or indemnity). 7.06. Upon (iv) In order to permit the occurrence and during Administrative Agent to exercise the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise may be entitled to exercise pursuant to Section 7.01 7(b)(i) above, and to receive all dividends and distributions which it may be entitled to receive under Section 7(b)(ii) above, each Debtor shall, if necessary, upon one (1) day’s written notice given by the Administrative Agent, from time to time execute and deliver to the Administrative Agent appropriate proxies, dividend payment orders and other instruments as the Administrative Agent may request. Notwithstanding anything to the contrary contained herein, the Debtor shall be entitled and permitted to retain any tax distributions at any time. Anything in the option foregoing to the contrary notwithstanding, it is the intention of the Collateral Agentparties hereto that record and beneficial ownership of the Pledged Collateral, cease including all voting, consensual, dividend, and become vested distribution rights, shall remain in the Collateral applicable Debtor until (i) the occurrence and continuance of an Event of Default and (ii) Administrative Agent for has given one (1) day’s prior written notice to the benefit applicable Debtor of itself and the other Secured Parties, which shall thereupon have the sole right Administrative Agent’s election to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of to the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseCollateral.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Credit Agreement and the Credit Agreementother Loan Documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Collateral Securities and Pledged Interests or the rights and remedies of any part thereof or be inconsistent with or violate any provisions of the Secured Parties under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Loan Document or the ability of the other Credit DocumentsSecured Parties to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement. 7.03, the other Loan Documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or the admission or withdrawal of any Partner, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange for, any Pledged Collateral of assets to the extent not permitted by the terms of the Credit Agreementwhich such issuer or Partnership may be a party or otherwise, shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured PartiesCollateral, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and shall be forthwith delivered to the Collateral Agent in the same form as Pledged so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to received pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until there is an "Event of Default shall have occurred and be continuingDefault" (as defined in Section 5, a below): (i) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Stock Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreementthereof, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor no vote shall not exercise be cast or shall refrain from exercising any such right if such consent, waiver or ratification given or action or inaction taken which would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit provisions of the Loan Documents, or which would involve any violation of any such provisions. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Stock Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Stock Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an issuer thereof or received in exchange for Pledged Stock Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to the extent permitted by the Credit Agreement. 7.03. Any which any such issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid or payable property received in Cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution the principal of or in connection with a reduction redemption of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, for any Pledged Stock Collateral to the extent not permitted by the terms of the Credit Agreement(either at maturity, upon call for redemption or otherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Lender or its assigns and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Collateral Agent Pledgor in accordance with Lender's instructions) to be applied as Pledged Collateral a payment or prepayment of any of the Obligations secured by this Agreement as provided in the same form as so received (with any necessary endorsementSection 6(a), below. 7.04. The Collateral Agent (iii) Lender shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other powers which he is entitled to exercise pursuant to subparagraph (i) above and/or to receive the dividends and/or interest payments which he is authorized to receive and retain pursuant to subparagraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and/or consensual rights and powers which it he is entitled to exercise pursuant to Section 7.01. 7.054(a)(i) hereof and/or to receive the dividends and interest payments which he is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Lender who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 4(a)(ii) hereof. All dividends Any and all money and other property paid over to or other distributions which are received by a Pledgor contrary Lender pursuant to the provisions of this Article VII paragraph (b) or pursuant to the exercise by Lender of the voting and/or consensual rights and powers shall be received applied by Lender in trust for accordance with the benefit provisions of the Collateral Agent and the other Secured Parties, shall be segregated from other funds Section 6(a) of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06this Agreement. Upon the occurrence and during the continuance of an Event of Default, (a) Lender may transfer into its name, or into the name of its nominee, any or all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect shares of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseStock Collateral.

Voting Rights; Dividends. 7.01Each Grantor agrees that from and after the occurrence of an Event of Default, such Grantor’s receipt of written notice from Administrative Agent that all voting and Distribution rights of such Grantor with respect to the Collateral are terminated and to the extent not in violation of any applicable provisions the Act and the Regulations (including, without limitation, obtaining any required affirmative approvals of the Nevada Gaming Commission or the State Gaming Control Board): (a) Each Grantor shall deliver to the Administrative Agent all dividends, distributions, Securities, Instruments, Proceeds and all other cash payments or other rights received by or distributable to such Grantor in respect of any Collateral; (b) Administrative Agent may (but shall not be obligated to) exclusively exercise the voting power and all other incidental rights of ownership with respect to any pledged Investment Property and each Grantor hereby grants Administrative Agent an irrevocable proxy, exercisable under such circumstances to vote such pledged Collateral; and (c) Each Grantor shall promptly deliver to Administrative Agent such additional proxies and other documents as may be necessary to allow Administrative Agent to exercise such voting power; and (d) All dividends, distributions, Securities, Instruments, Proceeds and all other cash payments or other rights which may be at any time or from time to time held by a Grantor in respect of any Collateral which such Grantor is obligated to deliver to Administrative Agent shall, until such delivery to Administrative Agent, be held by such Grantor separate from its other property in trust for Administrative Agent. So long as no Notwithstanding the foregoing, prior to the occurrence of an Event of Default shall have occurred and be continuinga Grantor’s receipt of the above referenced notice, a Pledgor shall be entitled to Grantor may exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for thereof; provided, however, that no Grantor shall exercise or refrain from exercising any purpose not such rights where the consequence of such action or inaction would be (i) to impair any Collateral, the Lien granted to Administrative Agent on behalf of the Lenders therein, the first priority of such Lien or Administrative Agent’s and the Lenders’ rights and remedies hereunder with respect to any Collateral or (ii) otherwise inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially Security Agreement and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Credit Agreement and the Credit Agreementother Loan Documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Collateral Securities and Pledged Interests or the rights and remedies of any part thereof or be inconsistent with or violate any provisions of the Secured Parties under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Loan Document or the ability of the other Credit DocumentsSecured Parties to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement. 7.03, the other Loan Documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or the admission or withdrawal of any Partner, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer or Partnership may be a party or otherwise, any Pledged Collateral to shall (except as otherwise provided in the extent not permitted by the terms preceding sentence) be and become part of the Credit AgreementCollateral, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and shall be forthwith delivered to the Collateral Agent in the same form as Pledged so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to received pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long as no Event of Default shall have occurred and be continuing, a Pledgor (a) The appropriate Borrower shall be entitled to exercise any and all voting and/or consensual rights and other rights pertaining powers accruing to an owner of the Pledged Collateral Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms hereof, at all times, except as expressly provided in paragraph (c) below. (b) All dividends or distributions of this Pledge Agreementany kind whatsoever (other than cash dividends or distributions paid while no Event of Default is continuing) received by a Borrower, the Guarantee Agreements whether resulting from a subdivision, combination, or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Collateral 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 inconsistent with a party, or violate any provisions of this Pledge Agreementotherwise, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect become part of the Pledged Collateral Securities pledged hereunder and shall immediately be delivered to Hallmark to be held subject to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05hereof. All dividends or other and distributions which are received by a Pledgor contrary to the provisions of this Article VII subsection (b) shall be received in trust for the benefit of the Collateral Agent Hallmark and the other Secured PartiesHallmark Lenders, shall be segregated from other funds of such Pledgor Borrower’s own assets, and shall be forthwith paid over delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Hallmark. 7.06. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and notice from Hallmark of the transfer of such rights to Hallmark, (a) all voting and other rights of a Pledgor Borrower (i) to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to this Section 7.01 shalland (ii) to receive and retain cash dividends and distributions shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured PartiesHallmark, which shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 dividends and 7.03 shall immediately ceasedistributions until such time as all Events of Default have been cured.

Voting Rights; Dividends. 7.01. So long In addition, each Pledgor agrees that: (a) after any Event of Default shall have occurred and be continuing or if any Default or Event of Default shall occur as no a result thereof, promptly upon receipt thereof by the Pledgor and without any request therefor by the Administrative Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 5.5; (b) after any Event of Default shall have occurred and be continuing, a upon written notice to the Pledgor shall be entitled by the Administrative Agent, all rights of the Pledgor to exercise any or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other rights pertaining to the Pledged Collateral or consensual rights; and (c) after any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a promptly upon request of the Administrative Agent, the Pledgor shall deliver to the Administrative Agent such proxies and other documents as may be necessary to allow the Administrative Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, each Pledgor shall be entitled to receive all dividendsexercise, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable its reasonable judgment, but in Cash in respect of any Pledged Collateral in connection a manner not inconsistent with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, Subsidiary Guaranty Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Shares or other shares of Stock constituting Collateral (bsubject to the Pledgor’s obligation to deliver to the Administrative Agent such Pledged Shares and other shares in pledge hereunder) Cash paidand to the receipt of all Dividends. All Dividends, payable or otherwise distributed Distributions, cash payments and proceeds which the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by the Pledgor separate and apart from his other property in redemption oftrust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any share of Stock (including Pledged Shares) constituting Collateral; provided, however, that no vote shall be cast, or in exchange forconsent, any Pledged Collateral to the extent not permitted waiver or ratification given, or action taken by the terms Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the Subsidiary Guaranty Agreement or any other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received Loan Document (with any necessary endorsementincluding this Agreement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred and be continuing, a : (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Security Collateral of the Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreementother Loan Documents; provided, however, that such the Pledgor shall not exercise or shall refrain from exercising any such right if if, in the Pledgee’s judgment, such action or inaction would materially and adversely affect could have a material adverse effect on the value of the Pledged Security Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreementthereof; provided further, that the Guarantee Agreements, Pledgor shall give the Credit Agreement or any Pledgee at least five business days’ written notice of the other Credit Documentsmanner in which he intends to exercise, or his reasons for refraining from exercising, any such right. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. (ii) Any and all (aA) dividends and interest paid or payable including cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Security Collateral, (B) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Security Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementsurplus, and (bC) Cash cash paid, payable or otherwise distributed in redemption of, respect of principal of or in exchange for, any Pledged Collateral to the extent not permitted by Security Collateral, and (D) cash dividends paid or payable in violation of the terms of the Credit AgreementLoan Documents, shall be, and shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Pledgee to hold as Pledged as, Security Collateral and shall, if received by a the Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesPledgee, be segregated from the other property or funds of such Pledgor, the Pledgor and be forthwith delivered to the Collateral Agent Pledgee as Pledged Security Collateral in the same form as so received (with any necessary endorsement). 7.04. (iii) The Collateral Agent Pledgee shall (A) execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and other rights which that it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are paragraph (i) above and (B) release to the Pledgor amounts of the Collateral as the Pledgor may reasonably request, but solely to the extent necessary to permit the Pledgor to exercise the rights set forth in the Assigned Agreement; provided that such exercise shall comply with the terms and provisions of such agreements and provided further that upon the exercise by the Pledgor of any such rights, all proceeds resulting from such exercise shall be, and shall be forthwith delivered to the Pledgee to hold as, Collateral and shall, if received by a Pledgor contrary to the provisions of this Article VII shall Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesPledgee, shall be segregated from the other property or funds of such the Pledgor and shall be forthwith paid over delivered to the Collateral Agent Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. (iv) Upon the receipt by the Pledgee of adequate supporting documents, the Pledgee shall release to the Pledgor amounts of the Collateral as the Pledgor may reasonably request, but solely to the extent necessary to pay all taxes due and payable by the Pledgor upon the exercise of any options under the respective Assigned Agreement, and any gain recognized upon the sale or exchange of any collateral, or on any dividends or distributions previously received by the Pledgor and pledged to the Pledgee pursuant to paragraph (ii) above. (b) Upon the occurrence and during the continuance of an any Event of Default, (a) Default all voting and other rights of a the Pledgor to exercise or refrain from exercising the consensual rights which that it would otherwise be entitled to exercise pursuant to Section 7.01 shall9(a)(i) shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured PartiesPledgee, which shall thereupon have the sole right to exercise or refrain from exercising such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseconsensual rights.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred and be continuing, a : (i) each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof so long as such exercise is not, and is not for any purpose not purpose, inconsistent with the terms of this Pledge AgreementAgreement or the other Transaction Documents; and (ii) each Pledgor shall be entitled to receive any and all cash dividends on the Pledged Collateral, the Guarantee Agreements description and payment of which is not in violation of any provision of any Transaction Document, but any and all stock dividends, liquidating dividends, distributions in property, returns of capital or other dividends or distributions made on or in respect of the Credit Agreement; providedPledged Collateral, howeverwhether resulting from a subdivision, that such Pledgor shall not exercise combination or shall refrain from exercising reclassification of the outstanding capital stock of any such right if such action issuer thereof or inaction would materially and adversely affect the value of received in exchange for the Pledged 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 inconsistent a party or otherwise, and any and all cash and other property received in exchange for any Pledged Collateral hereunder and, if received by such Pledgor, shall forthwith be delivered to the Pledgee (accompanied, if appropriate, by proper instruments of assignment or stock powers executed by such Pledgor in accordance with the Pledgee' instructions or violate any provisions both) to be held subject to the terms of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no (b) Upon the occurrence and during the continuance of an Event of Default shall have occurred Default: (i) all rights of each Pledgor to exercise the voting and be continuing, a Pledgor shall other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8(a)(i) hereof and to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable payments which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) hereof shall become vested in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitalthe Pledgee, capital surplus or paid-in-surplus which shall thereupon have the sole right to the extent not permitted by the terms of the Credit Agreement, exercise such voting and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral other consensual rights and to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to receive and hold as Pledged Collateral such dividends and shall, if other payments; and (ii) all dividends and other payments which are received by a Pledgor, each Pledgor contrary to the provisions of Section 8(b)(i) hereof shall be (A) received in trust for the benefit of the Collateral Agent and the other Secured PartiesPledgee, be (B) segregated from the other property or funds of such Pledgor, and be (C) forthwith delivered paid over to the Collateral Agent Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01Each Pledgor agrees: (a) that the Collateral Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to the Pledged Collateral and such Pledgor hereby grants the Collateral Agent, from the date hereof until the complete, full and final payment and performance of the Secured Obligations, an irrevocable proxy, coupled with an interest exercisable under such circumstances, to vote such Pledged Collateral; and (b) promptly to deliver to the Collateral Agent such additional proxies and other documents as may be necessary to allow the Collateral Agent to exercise such voting power. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the notice referred to in this Section 4.2, the Pledgors shall have the exclusive voting power with respect to the Pledged Collateral and the Collateral Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to allow such Pledgor to exercise voting power with respect to the Pledged Collateral; provided, however, that no vote shall be cast, or consent, waiver or ratification given or action taken by any Pledgor that would impair any Pledged Collateral or be inconsistent with or violate any provision of any of the Transaction Documents (including this Agreement) without the prior written consent of the Collateral Agent and the Secured Parties. So long as no Event of Default shall have occurred and be continuing, a each Pledgor shall be entitled to exercise any receive all dividends and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent distributions made in accordance with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value Guaranty Agreement in respect of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions Equity, All such rights of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no such Pledgor to receive dividends shall cease in case an Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive continuing and form such time all dividends, dividends or distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, Equity shall be in each case forthwith delivered paid to the Collateral Agent. . All payments and proceeds which may at any time and from time to time be held by any of the Pledgors, but which such Pledgor is obligated to deliver to the Collateral Agent on behalf of itself and the Secured Parties, to hold as Pledged Collateral shall be held by such Pledgor separate and shall, if received by a Pledgor, be received apart from its other property in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred and be continuing, a Pledgor : (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor Grantor shall not exercise or shall refrain from exercising any such right if the Agent shall have notified such Grantor that, in the Agent’s judgment, such action or inaction would materially and adversely affect have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.thereof; and 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and payments interest paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement.Collateral; provided, however, that any and all 7.03. Any (A) dividends, other distributions and all interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementsurplus, and and (bC) Cash cash paid, payable or otherwise distributed in respect of principal or in redemption of, of or in exchange for, for any Pledged Collateral to the extent not permitted by the terms of the Credit AgreementCollateral, shall be, and shall forthwith be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Agent to hold as as, Pledged Collateral and shall, if received by a Pledgorsuch Grantor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such Pledgor, Grantor and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with all necessary endorsements). (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from the Agent to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 21(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) except as otherwise provided in the Credit Agreement, all rights of Grantors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 21(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and (iii) all dividends, principal, interest payments and other distributions that are received by Grantors contrary to the provisions of paragraph (ii) of this Section 21(b) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of Grantors and shall forthwith be paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). 7.04. The Collateral (c) In order to permit the Agent shall to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 21(b)(i) hereof and to receive all dividends and other distributions which it may be entitled to receive under Section 21(a)(ii) hereof or Section 21(b)(ii) hereof, (i) each Grantor shall, upon the occurrence of and during the continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Agent all such proxies proxies, dividend payment orders and other instruments as such Pledgor the Agent may from time to time reasonably request for and (ii) without limiting the purpose effect of enabling such Pledgor the immediately preceding clause (i), each Grantor hereby grants to the Agent an irrevocable proxy to vote the Pledged Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Interests would be entitled (including, without limitation, giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting and other rights at such meetings), which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII proxy shall be received in trust for effective, automatically and without the benefit necessity of any action (including any transfer of any Pledged Interests on the record books of the Collateral Agent and issuer thereof) by any other Person (including the other Secured Partiesissuer of the Pledged Interests or any officer or agent thereof), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon upon the occurrence and during the continuance of an Event of Default, (a) all voting Default and other rights of a Pledgor to exercise which proxy shall only terminate upon the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option payment in full of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the Secured Obligations (other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethan inchoate indemnity obligations).

Voting Rights; Dividends. 7.015.1 Absence of an Event of Default. So long as no Event of Default shall have occurred and be continuing, a : (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Indenture or the Credit Agreementother Indenture Documents; provided, however, that such Pledgor shall not exercise (or shall refrain from exercising exercising) any such right if such action or inaction would materially have an material and adversely affect adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Pledgor shall be entitled to receive all dividendsentitled, distributions in the manner and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any Indenture, to receive and retain any and all dividends and interest paid in respect of the Pledged Collateral; provided, however, that: (a) dividends any and other all dividends, distributions and interest paid or payable other than in Cash cash in respect of of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and Collateral; and (b) Cash upon the occurrence and during the continuance of an Event of Default, any and all cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf or such nominee(s) of the Secured PartiesCollateral Agent as Collateral Agent shall direct, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent, or such nominee(s) of Collateral Agent as Collateral Agent shall direct, as Pledged Collateral in the same form as so received (with any necessary endorsementindorsement(s). 7.04). The Pledgor shall promptly execute such instruments, documents and agreements and do such acts as reasonably necessary, or as Collateral Agent shall execute and deliver (or cause may deem to be executed and delivered) necessary or desirable to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary give effect to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementSection 5.1(ii). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01(a) So long as no Event of Default (as defined in the Bridge Notes) has occurred and is continuing, each Pledgor shall be entitled (subject to the other provisions hereof, including without limitation Section 8 below) to exercise its voting and other consensual rights with respect to the applicable Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement or the Purchase Agreement and the other Transaction Documents. Each Pledgor hereby grants to Pledgee or its nominee, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, which proxy shall be effective, at the discretion of Pledgee, upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, each Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares as Pledgee may request. (b) So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, cash dividends or other distributions and payments paid from time to time made in respect of the Pledged Collateral Shares, to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by be made pursuant to the terms of the Credit Agreement, and (b) Cash paid, payable Purchase Agreement or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06Bridge Notes. Upon the occurrence and during the continuance of an Event of Default, (a) all voting in the event that a Pledgor, as record and other rights beneficial owner of a Pledgor to exercise the rights which it would otherwise be certain Pledged Shares, shall have received or shall have become entitled to exercise pursuant to Section 7.01 shallreceive, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash any cash dividends or other distributions payable in respect of the Pledged Collateral ordinary course, such Pledgor shall deliver to Pledgee, and Pledgee shall be paid entitled to the Collateral Agentreceive and retain, for the benefit of itself Pledgee, all such cash or other distributions as additional security for the Obligations. (c) Subject to any sale or other disposition by Pledgee of the Pledged Shares, any other Pledged Collateral or other property pursuant to this Agreement, upon full payment in cash, satisfaction and termination of all of the Obligations and the other Secured Parties and such Pledgor’s right to receive such cash payments termination of this Agreement pursuant to Sections 7.02 Section 11 hereof of the liens and 7.03 security interests hereby granted, the Pledged Shares, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall immediately ceasebe returned to the applicable Pledgor or to such other persons or entities as shall be legally entitled thereto. (d) Pledgor shall cause all Pledged Shares to be certificated at all times while this Agreement is in effect.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Credit Agreement and the Credit Agreementother Loan Documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Collateral Securities and Pledged Interests or the rights and remedies of any part thereof or be inconsistent with or violate any provisions of the Secured Parties under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Loan Document or the ability of the other Credit DocumentsSecured Parties to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement. 7.03, the Prudential Intercreditor Agreement, the other Loan Documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or the admission or withdrawal of any Partner, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer or Partnership may be a party or otherwise, any Pledged Collateral to shall (except as otherwise provided in the extent not permitted by the terms preceding sentence) be and become part of the Credit AgreementCollateral, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and shall be forthwith delivered to the Collateral Agent in the same form as Pledged so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other distributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So During the term of this Agreement, and as long as no event of default has occurred under this Agreement, the Note or the Consulting Agreement, and as long as the indebtedness under the Note has not become immediately due and payable ("Event of Default shall have occurred and be continuing, a Default"): a. Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a b. Pledgor shall be entitled to receive and retain any and all dividends, dividends and distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit AgreementShares. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent c. Pledgee shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies and other instruments as such and Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise those voting and other rights that Pledgor is entitled to exercise, and to receive those dividends or distributions that Pledgor is authorized to receive and retain as provided herein. d. If an Event of Default shall have occurred, which has not been cured if a right to cure is granted therefor, and any amounts shall be due and payable (whether by acceleration, maturity or otherwise) under any of the Obligations, all rights of Pledgor to exercise the voting and other consensual rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which that it would otherwise be entitled to exercise exercise, and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 7.01 this Agreement shall, at the option of the Collateral AgentPledgee's option, cease cease, and all such rights shall, at Pledgee's option, thereupon become vested in the Collateral Agent for the benefit of itself Pledgee, and the other Secured PartiesPledgee shall, which shall at its option, thereupon have the sole right to exercise such voting and other consensual rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive and hold as Collateral such cash payments pursuant to Sections 7.02 dividends and 7.03 shall immediately ceasedistributions.

Voting Rights; Dividends. 7.01. So long as there is no failure to make due and punctual payment to the Pledgee in accordance with the terms of the Secured Obligations nor any other continuing event which would constitute an event of default under this Agreement (an "Event of Default shall have occurred and be continuing, a Default"): (a) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an Issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the extent permitted by the Credit Agreement. 7.03. Any Issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid property received in payment of the principal of or payable in Cash redemption of or in respect of exchange for any Pledged Collateral in connection with a partial (either at maturity, upon call for redemption or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreementotherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Pledgee or its assigns or the holder of any subsequent perfected lien as provided in the addendum to this Pledge Agreement and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Escrow Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held as Pledged Collateral in subject to the same form as so received (with any necessary endorsement)terms of this Pledge Agreement. 7.04. (c) The Collateral Agent Pledgee shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to Section 7.01subparagraph (i) above and/or to receive the dividends and/or interest payments which it is authorized to receive and retain pursuant to subparagraph (ii) above. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. d) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 7.01 shall3(a)(i) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 3(a)(ii) hereof shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Pledgee who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 3(a)(iii) hereof. Any and all money and other property paid over to or received by the Pledgee pursuant to the provisions of this paragraph (b) or pursuant to the exercise by Pledgee of the voting and/or consensual rights and powers shall be retained by the Pledgee as additional collateral hereunder and be applied in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the provisions of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethis Pledge Agreement.

Voting Rights; Dividends. 7.01. So Etc (a) As long as no "Event of Default Default" (as defined in the Note) shall have occurred and be continuing, a Pledgor : (i) Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.and 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) Borrower shall be entitled to receive and retain any and all dividends, dividends and distributions and payments paid from time to time or made in respect of the Pledged Collateral to the extent permitted by the Credit AgreementCollateral. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default: (i) Upon notice by the Company to Borrower, (a) all rights of Borrower to exercise the voting and other rights of a Pledgor to exercise the consensual rights which it he would otherwise be entitled to exercise pursuant to Section 7.01 shall7(a) (i) above shall cease, and all such rights shall at the option of the Collateral Agent, cease and that time become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Company who shall thereupon have the sole right to exercise such the voting and other consensual rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid pertaining to the Collateral AgentCollateral. (ii) All rights of Borrower to receive the dividends and/or distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) above shall cease, for and all of these rights shall at that time become vested in the benefit of itself and Company who shall have the other Secured Parties and such Pledgor’s sole right to receive such cash payments and hold as collateral those dividends and/or distributions. (iii) Borrower shall, if necessary to permit the Company to exercise the voting and other rights which it may be entitled to exercise pursuant to Sections 7.02 Section 7(b)(i) above and 7.03 shall immediately ceaseto receive all dividends and distributions which it may be entitled to receive under Section 7(b)(ii)above, execute and deliver to the Company, from time to time and upon written notice of the Company, appropriate proxies, dividend and distribution payment orders and other instruments as the Company may request.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Note Agreement and the Credit Agreementother Transaction Documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Collateral Securities and Pledged Interests or the rights and remedies of any part thereof of the Noteholders or be inconsistent with or violate any provisions of the Trustee under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Transaction Document or the ability of the other Credit DocumentsNoteholders or the Trustee to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the Credit terms and conditions of the Note Agreement. 7.03, the Intercreditor Agreement, the other Transaction Documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or LLC Document or the admission or withdrawal of any Partner or Member, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer or Partnership may be a party or otherwise, any Pledged Collateral to shall (except as otherwise provided in the extent not permitted by the terms preceding sentence) be and become part of the Credit AgreementCollateral, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent Trustee and shall be forthwith delivered to the Trustee (or its designee as provided in Section 2.01(b)) in the same form as so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other Secured Partiesdistributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Trustee, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Trustee, shall be segregated from the other property or funds of such Pledgor, Pledgor and shall be forthwith delivered to the Collateral Agent as Pledged Collateral Trustee or its designee upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01Certificates. (a) So long as no Event of Default has occurred and is continuing, each Pledgor shall be entitled (subject to the other provisions hereof, including, without limitation, Section 8 below) to exercise its voting and other consensual rights with respect to the Pledged Interests and otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Agreement, the Credit Agreement and/or any of the other Loan Documents. Each Pledgor hereby grants to the Pledgee or its nominee, an irrevocable proxy to exercise all voting, corporate and limited liability company rights relating to the Pledged Interests in any instance, which proxy shall be effective, at the discretion of the Pledgee (as determined, and to be exercised, at the direction of the Required Lenders), upon the occurrence and during the continuance of an Event of Default so long as the Pledgee has notified the relevant Pledgor or Pledgors of its intent to exercise its voting power under this clause prior to the exercise thereof. Upon the request of the Pledgee at any time, each Pledgor agrees to deliver to the Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as the Pledgee may reasonably request. (b) So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a each Pledgor shall be entitled to receive all dividends, cash dividends or other distributions and payments paid from time to time made in respect of the Pledged Collateral Interests, to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by be made pursuant to the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting in the event that any Pledgor, as record and other rights beneficial owner of a Pledgor to exercise the rights which it would otherwise be Pledged Interests, shall have received or shall have become entitled to exercise pursuant to Section 7.01 shallreceive, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash any cash dividends or other distributions payable in respect of the Pledged Collateral ordinary course, such Pledgor shall deliver to the Pledgee, and the Pledgee shall be paid entitled to the Collateral Agentreceive and retain, for the benefit of itself the Pledgee and the other Secured Parties and such Pledgor’s right to receive Lenders, all such cash payments or other distributions as additional security for the Obligations. (c) Subject to any sale or other disposition by the Pledgee of the Pledged Interests, any other Pledged Collateral or other property pursuant to Sections 7.02 this Agreement, upon the Payment in Full and 7.03 the termination of this Agreement pursuant to Section 11 hereof, the liens and security interests hereby granted shall immediately ceaseautomatically terminate and all rights to the Pledged Interests, the other Pledged Collateral and any other property then held as part of the Pledged Collateral in accordance with the provisions of this Agreement shall revert to the applicable Pledgor and the Pledgee, promptly following such termination, will deliver possession of the Pledged Interests, the other Pledged Collateral and any other property then held as part of the Pledged Collateral to the applicable Pledgor or to such other persons or entities as shall be legally entitled thereto. (d) Each Pledgor shall cause all Pledged Interests (other than the Pledged Interests consisting of limited liability company or partnership interests) to be certificated at all times while this Agreement is in effect.

Voting Rights; Dividends. 7.01. So (a) During the term of this Agreement, and so long as no there shall not occur a Default or an Event of Default Default: (i) the Borrower shall have occurred and be continuing, a Pledgor shall be entitled the right to exercise any and vote the Shares on all voting and other rights pertaining to the Pledged Collateral or any part thereof corporate questions for any purpose all purposes not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit AgreementFinancing Documents and, to that end, if Lender transfers the Shares into its name or the name of its nominee, Lender shall, upon the request of the Borrower, unless a Default or an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Borrower proxies with respect to the Shares; and (ii) the Borrower may receive and retain any and all dividends or other distributions paid in respect of the Pledged Collateral; provided, however, that such Pledgor shall not exercise any and all (A) dividends and interest paid or shall refrain from exercising any such right if such action payable other than in cash in respect of, and instruments and other property received, receivable or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time otherwise distributed in respect of the or in exchange for, any Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus to the extent not permitted by the terms of the Credit Agreement, and (bC) Cash cash paid, payable or otherwise distributed in any permitted redemption of, or in permitted exchange forof, any Pledged Collateral Collateral, shall be, and shall forthwith be delivered to or at the extent not permitted by the terms direction of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as Pledged Collateral and shall, if received by a Pledgorthe Borrower, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from the other property or funds of such Pledgorthe Borrower, and shall be forthwith delivered to or at the Collateral Agent direction of the Lender in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral in the same form and as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request further collateral security for the purpose Obligations; (b) Upon the occurrence of enabling such Pledgor to exercise an Event of Default: (i) the voting and other rights which it is Lender shall thereafter be entitled to exercise pursuant all voting powers pertaining to Section 7.01.the Shares and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever, and the Borrower, forthwith upon the request of the Lender, shall secure (if not already secured by the Lender) executed resignations of the officers and directors of Borrower and of the Entities in order that the Lender may elect the officers and directors of Borrower and of the Entities designated by Lender; and 7.05. All dividends (ii) all rights of the Borrower to receive the dividends, payments or other distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii), shall cease, and all such rights shall thereupon become vested in the Lender which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends and interest payments which are received by a Pledgor the Borrower contrary to the provisions of this Article VII Section 7 shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from other funds of such Pledgor the Borrower, and shall be forthwith paid over to the Collateral Agent Lender as Pledged Collateral in the same exact form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Defaultendorsement and/or appropriate stock powers duly executed in blank, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option held by or on behalf of the Lender as Pledged Collateral Agent, cease and become vested in the Collateral Agent as further collateral security for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseObligations.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuingcontinuing and, a Pledgor other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, the Administrative Agent shall have notified the Grantors that the Grantors’ rights, in whole or in part, under this Section 3.05 are being suspended: (i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers inuring to the an owner of Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, Agreement and the Guarantee Agreements or the other Credit AgreementDocuments; provided, however, provided that such Pledgor rights and powers shall not exercise or shall refrain from exercising be exercised in any such right if such action or inaction would manner that could reasonably be expected to materially and adversely affect the value rights and remedies of any of the Pledged Collateral Administrative Agent or any part thereof or be inconsistent with or violate any provisions of other Secured Party under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of Document or the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf ability of the Secured Parties, Parties to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for exercise the benefit of same; (ii) the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Administrative Agent shall promptly execute and deliver (to each Grantor, or cause to be promptly executed and delivered) delivered to a Pledgor, at the expense of the Pledgorssuch Grantor, all such proxies proxies, powers of attorney and other instruments as such Pledgor Grantor may reasonably request for the purpose of enabling such Pledgor Grantor to exercise the voting and/or consensual rights and other rights which powers it is entitled to exercise pursuant to Section 7.01.3.05(a)(i); and 7.05. All (iii) each Grantor shall be entitled to receive and retain any and all dividends and other distributions paid on or distributed in respect of the Pledged Collateral; provided that any noncash dividends or other distributions that would constitute Pledged Equity Interests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which are such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral and, if received by a Pledgor contrary any Grantor, required to be delivered to the provisions of this Article VII Administrative Agent hereunder, shall be received held in trust for the benefit of the Collateral Administrative Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor Parties and shall be forthwith paid over delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so in which they shall have been received (with any necessary endorsementendorsements, stock or note powers, allonges and other instruments of transfer reasonably requested by the Administrative Agent). 7.06. (b) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantor’s rights under Section 3.05(a)(iii), all rights of any Grantor to dividends or other distributions that such Grantor is authorized to receive pursuant to Section 3.05(a)(iii), shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends or other distributions. All dividends and other distributions received by any Grantor contrary to the provisions of this Section 3.05 shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent upon demand in the form in which they shall have been received (awith any necessary endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 3.05(b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property, shall be held as security for the payment of the Obligations and shall be applied in accordance with the provisions of Section 5.02. After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each Grantor (without interest) all voting dividends or other distributions that such Grantor would otherwise have been permitted to retain pursuant to the terms of Section 3.05(a)(iii) and that remain in such account. Notwithstanding anything in this Agreement to the contrary, the Grantors and the Administrative Agent acknowledge and agree that any distributions or other proceeds of Equity Interests received from or in respect of any Joint Venture by a Grantor, or by the Administrative Agent on behalf of a Grantor, remain subject to any disgorgement or other “claw back” provisions set forth in the applicable organizational documents or joint venture or similar agreement applicable to such Joint Venture. (c) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantors’ rights under Section 3.05(a)(i), all rights of a Pledgor any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.05(a)(i), shall thereupon become vested in the Administrative Agent, which it shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease and the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers they would otherwise be entitled to exercise pursuant prior to such vesting. (d) Any notice given by the Administrative Agent to the Grantors suspending the Grantors’ rights under Section 7.01 shall3.05(a): (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the option same or different times and (iii) may suspend the rights and powers of the Collateral Agent, cease and become vested Grantors under Section 3.05(a)(i) or Section 3.05(a)(iii) in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise part without suspending all such rights or powers (as specified by the Administrative Agent in accordance with Article XIV its sole and (babsolute discretion) all Cash dividends and without waiving or other distributions payable in respect of otherwise affecting the Pledged Collateral shall be paid to the Collateral Administrative Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant give additional notices from time to Sections 7.02 time suspending other rights and 7.03 shall immediately ceasepowers so long as an Event of Default has occurred and is continuing.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred and be continuing, a Pledgor : (i) each Grantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor Grantor shall not exercise or shall refrain from exercising any such right if the Agent shall have notified such Grantor that, in the Agent’s judgment, such action or inaction would materially and adversely affect have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.thereof; and 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) each Grantor shall be entitled to receive and retain, and to utilize free and clear of the lien of this Agreement, any and all dividends, other distributions and payments interest paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement.Collateral; provided, however, that any and all 7.03. Any (A) dividends, other distributions and all interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementsurplus, and and (bC) Cash cash paid, payable or otherwise distributed in respect of principal or in redemption of, of or in exchange for, for any Pledged Collateral to the extent not permitted by the terms of the Credit AgreementCollateral, shall be, and shall forthwith be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Agent to hold as as, Pledged Collateral and shall, if received by a Pledgorsuch Grantor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such Pledgor, Grantor and be forthwith delivered to the Agent as Pledged Collateral in the same form as so received (with all necessary endorsements). (b) Upon the occurrence and during the continuation of an Event of Default: (i) upon written notice from the Agent to any Grantor, all rights of such Grantor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 21(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; (ii) except as otherwise provided in the Credit Agreement, all rights of Grantors to receive the dividends, other distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 21(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Agent who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, other distributions and interest payments; and (iii) all dividends, principal, interest payments and other distributions that are received by Grantors contrary to the provisions of paragraph (ii) of this Section 21(b) shall be received in trust for the benefit of the Agent, shall be segregated from other funds of Grantors and shall forthwith be paid over to the Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). 7.04. The Collateral (c) In order to permit the Agent shall to exercise the voting and other consensual rights that it may be entitled to exercise pursuant to Section 21(b)(i) hereof and to receive all dividends and other distributions which it may be entitled to receive under Section 21(a)(ii) hereof or Section 21(b)(ii) hereof, (i) each Grantor shall, upon the occurrence of and during the continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Agent all such proxies proxies, dividend payment orders and other instruments as such Pledgor the Agent may from time to time reasonably request for and (ii) without limiting the purpose effect of enabling such Pledgor the immediately preceding clause (i), each Grantor hereby grants to the Agent an irrevocable proxy to vote the Pledged Interests and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Interests would be entitled (including, without limitation, giving or withholding written consents of holders of Equity Interests, calling special meetings of holders of Equity Interests and voting and other rights at such meetings), which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII proxy shall be received in trust for effective, automatically and without the benefit necessity of any action (including any transfer of any Pledged Interests on the record books of the Collateral Agent and issuer thereof) by any other Person (including the other Secured Partiesissuer of the Pledged Interests or any officer or agent thereof), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon upon the occurrence and during the continuance of an Event of Default, (a) all voting Default and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option proxy shall only terminate upon Full Payment of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseObligations.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default under the Credit Agreement or Notified Acceleration Event shall have occurred and be continuingcontinuing (and, a in the case of Section 8(a)(i) below, until written notice from the Pledgee, acting at the direction of the Majority Banks, to the Pledgors): (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for thereof; provided that no vote shall be cast or any purpose not consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with any of the terms of this Pledge Agreement, any Secured Debt Document, or which would have the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would effect of materially and adversely affect impairing the value of the Pledged Collateral or any part thereof or be inconsistent with the position or violate any provisions interests of this Pledge Agreementthe Pledgee, acting at the Guarantee Agreementsdirection of the Majority Banks, the Credit Agreement or any Secured Creditor. All such rights of the other Credit Documents. 7.02. So long as no such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall have occurred occur and be continuingcontinuing and, except in the case of a Bankruptcy Default with respect to such Pledgor, the Pledgee, acting at the direction of the Majority Banks, shall have notified such Pledgor of such cessation, and the Pledgee shall have exercised its rights under Section 15 of this Agreement. (ii) All cash dividends payable in respect of the Pledged Stock, all payments in respect of the Pledged Notes and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests shall be paid to the respective Pledgor, provided that all dividends payable in respect of the Pledged Stock which are determined by the Pledgee to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital, and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests (other than those not prohibited by Section 8.10 of the Credit Agreement) shall be paid to the Pledgee and retained by it as part of the Pledged Collateral (unless such cash dividends or distributions are applied to repay the Obligations pursuant to Section 15 of this Agreement). The Pledgee shall also be entitled to receive directly, and to retain as part of the Pledged Collateral: (x) all dividendsother property (other than cash) paid or distributed by way of dividend or distribution, distributions as the case may be, in respect of the Pledged Stock, Pledged Partnership Interests and payments Pledged LLC Interests; (y) all other property which may be paid from time to time in respect of the Pledged Collateral to by reason of any consolidation, merger, conveyance of assets, liquidation or similar corporate, partnership or limited liability company, as the extent permitted by the Credit Agreement.case may be, reorganization; and 7.03. Any and (z) all other or additional stock or other securities or property (aincluding cash) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agentby way of stock split, for the benefit spin-off, split-up, reclassification, combination of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseshares or similar rearrangement.

Voting Rights; Dividends. 7.01. So long as no Each Debtor agrees that: (a) after any Event of Default shall have occurred and be continuingoccurred, a Pledgor such Debtor shall be entitled to exercise any and all voting and other rights pertaining deliver (properly endorsed where required hereby or requested by the Agent) to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all Agent (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral ) all dividends and shall, if received by a Pledgor, be distributions received in trust for respect of any Investment Property, all of which shall be held by the benefit Agent (on behalf of the Secured Parties) as additional Collateral; (b) after any Event of Default shall have occurred, upon written notice to such Debtor by the Agent, all rights of such Debtor to exercise or refrain from exercising voting or other consensual rights in respect of the Collateral Agent shall cease and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which who shall thereupon have the sole right to exercise or refrain from exercising such rights in accordance with Article XIV voting and other consensual rights; and (bc) all Cash dividends or other distributions payable in respect after any Event of Default shall have occurred, promptly upon request of the Pledged Collateral Agent, each Debtor shall deliver to the Agent such proxies and other documents as may be necessary to allow the Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, each Debtor shall be paid entitled to exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Transaction Documents (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any capital stock constituting Collateral (subject to such Debtor’s obligation to deliver to the Collateral Agent such capital stock in pledge hereunder) and to the receipt of all dividends. All dividends, distributions, cash payments and proceeds which such Debtor is then obligated to deliver to the Agent on behalf of the Secured Parties, shall, until delivery to the Agent, be held by such Debtor separate and apart from his other property in trust for the benefit of itself Agent and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseParties.

Voting Rights; Dividends. 7.01. (i) So long as no Event of Default shall have has occurred and be is then continuing, a : (A) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Collateral, or any part thereof thereof, for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit AgreementNote; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents.and 7.02. So long as no Event of Default shall have occurred and be continuing, a (B) Pledgor shall be entitled to receive all dividendsdistributions, distributions dividends (in the form of cash, securities or otherwise), cash, instruments, chattel paper and payments paid other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of the Pledged Collateral. (ii) At any time that an Event of Default has occurred and is then continuing: (A) All rights of the Pledgor to exercise voting and other consensual rights in respect of the Pledged Collateral shall immediately cease to the extent permitted by the Credit Agreement. 7.03. Any be effective and all (a) dividends such voting and other distributions consensual rights shall become vested in Payee and Payee shall thereupon have the sole right to exercise such voting and other consensual rights (including, without limitation, the right to vote in favor of, and to exchange any or all of the Pledged Collateral upon, the consolidation, recapitalization, merger or other reorganization with respect to an Issuer). In order to effect the foregoing, the Pledgor hereby grants to Payee an irrevocable proxy to vote the Pledged Collateral and, any time that an Event of Default exists, the Pledgor agrees to execute such other proxies as such Payee may request; and (B) All rights of the Pledgor to receive and retain any distributions, dividends (in the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable in Cash in with respect to any of any the Pledged Collateral shall immediately cease and any such distributions, dividends (in connection the form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus respect to the extent not permitted by the terms any of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral shall be paid to Payee. Any distributions, dividends (in the extent not permitted by the terms form of cash, securities or otherwise), instruments, chattel paper or other property paid or payable with respect to any of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII Agreement shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesPayee, shall be segregated from other funds assets (including, in the case of such cash or cash equivalents, other funds) of the Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Payee. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So long In addition, the Pledgor agrees that: (a) after any Event of Default shall have occurred and be continuing or if any Default or Event of Default shall occur as no a result thereof, promptly upon receipt thereof by the Pledgor and without any request therefor by the Lender, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all Dividends, other than permitted tax distributions, all of which shall be held by the Lender as additional Collateral for use in accordance with Section 5.5; (b) after any Event of Default shall have occurred and be continuing, a upon notice to the Pledgor shall be entitled by the Lender, all rights of the Pledgor to exercise any or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Lender who shall thereupon have the sole right to exercise or refrain from exercising such voting and other rights pertaining to the Pledged Collateral or consensual rights; and (c) after any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a promptly upon request of the Lender, the Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of the Pledged Collateral deliver to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all Lender such proxies and other instruments documents as such Pledgor may reasonably request for be necessary to allow the purpose of enabling such Pledgor Lender to exercise the voting and other consensual rights which it is with respect to any Collateral. Except as set forth in the immediately preceding sentence, the Pledgor shall be entitled to exercise pursuant exercise, in its reasonable judgment, but in a manner not inconsistent with the terms of the Loan Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to Section 7.01. 7.05any Pledged Shares or other shares of Capital Stock constituting Collateral (subject to the Pledgor’s obligation to deliver to the Lender such Pledged Shares and other shares in pledge hereunder) and to the receipt of all Dividends. All dividends or other distributions Dividends, Distributions, cash payments and proceeds, which are received by a the Pledgor contrary is then obligated to deliver to the provisions of this Article VII shall Lender, shall, until delivery to the Lender, be received held by the Pledgor separate and apart from its other property in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06Lender. Upon the occurrence and during the continuance of The Lender agrees that unless an Event of DefaultDefault shall have occurred and be continuing, (a) all voting the Lender shall, upon the written request of the Pledgor, promptly deliver such proxies and other rights of a documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any share of stock (including Pledged Shares) constituting Collateral; provided, however, that no vote shall be cast, or consent, waiver or ratification given, or action taken by the rights which it Pledgor that would otherwise impair in any material respect any Collateral or be entitled to exercise pursuant to Section 7.01 shall, at the option inconsistent with or violate any provision of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the Loan Agreement or any other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and Loan Document (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseincluding this Agreement).

Voting Rights; Dividends. 7.01. So long In addition, each Pledgor agrees that: (a) after any Event of Default shall have occurred and be continuing or if any Default or Event of Default shall occur as no a result thereof, promptly upon receipt thereof by the Pledgor and without any request therefor by the Administrative Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 5.5; (b) after any Event of Default shall have occurred and be continuing, a upon written notice to the Pledgor shall be entitled by the Administrative Agent, all rights of the Pledgor to exercise any or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other rights pertaining to the Pledged Collateral or consensual rights; and (c) after any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a promptly upon request of the Administrative Agent, the Pledgor shall deliver to the Administrative Agent such proxies and other documents as may be necessary to allow the Administrative Agent to exercise the voting and other consensual rights with respect to any Collateral. Except as set forth in the immediately preceding sentence, each Pledgor shall be entitled to receive all dividendsexercise, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable its reasonable judgment, but in Cash in respect of any Pledged Collateral in connection a manner not inconsistent with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, Subsidiary Guaranty Agreement or any other Loan Document (including this Agreement), the voting powers and all other incidental rights of ownership with respect to any Pledged Shares or other shares of Capital Stock constituting Collateral (bsubject to the Pledgor’s obligation to deliver to the Administrative Agent such Pledged Shares and other shares in pledge hereunder) Cash paidand to the receipt of all Dividends. All Dividends, payable or otherwise distributed Distributions, cash payments and proceeds which the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by the Pledgor separate and apart from its other property in redemption oftrust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any share of Capital Stock (including Pledged Shares) constituting Collateral; provided, however, that no vote shall be cast, or in exchange forconsent, any Pledged Collateral to the extent not permitted waiver or ratification given, or action taken by the terms Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the Subsidiary Guaranty Agreement or any other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received Loan Document (with any necessary endorsementincluding this Agreement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default under the Credit Agreement or Notified Acceleration Event shall have occurred and be continuingcontinuing (and, a in the case of Section 8(a)(i) below, until written notice from the Pledgee, acting at the direction of the Majority Banks, to the Pledgors): (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for thereof; provided that no vote shall be cast or any purpose not consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with any of the terms of this Pledge Agreement, any Secured Debt Document, or which would have the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would effect of materially and adversely affect impairing the value of the Pledged Collateral or any part thereof or be inconsistent with the position or violate any provisions interests of this Pledge Agreementthe Pledgee, acting at the Guarantee Agreementsdirection of the Majority Banks, the Credit Agreement or any Secured Creditor. All such rights of the other Credit Documents. 7.02. So long as no such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall have occurred occur and be continuingcontinuing and, except in the case of a Bankruptcy Default with respect to such Pledgor, the Pledgee, acting at the direction of the Majority Banks, shall have notified such Pledgor of such cessation, and the Pledgee shall have exercised its rights under Section 15 of this Agreement. (ii) All cash dividends payable in respect of the Pledged Stock, all payments in respect of the Pledged Notes and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests shall be paid to the respective Pledgor, provided that all dividends payable in respect of the Pledged Stock which are determined by the Pledgee to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital, and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests (other than those not prohibited by Section 8.10 of the Credit Agreement) shall be paid to the Pledgee and retained by it as part of the Pledged Collateral (unless such cash dividends or distributions are applied to repay the Obligations pursuant to Section 15 of this Agreement). The Pledgee shall also be entitled to receive directly, and to retain as part of the Pledged Collateral: (iii) all dividendsother property (other than cash) paid or distributed by way of dividend or distribution, distributions as the case may be, in respect of the Pledged Stock, Pledged Partnership Interests and payments Pledged LLC Interests; (x) all other property which may be paid from time to time in respect of the Pledged Collateral to by reason of any consolidation, merger, conveyance of assets, liquidation or similar corporate, partnership or limited liability company, as the extent permitted by the Credit Agreement.case may be, reorganization; and 7.03. Any and (y) all other or additional stock or other securities or property (aincluding cash) dividends and other distributions paid or payable in Cash distributed in respect of any the Pledged Collateral in connection with a partial by way of stock split, spin-off, split-up, reclassification, combination of shares or total liquidation or dissolution or in connection with a reduction similar rearrangement. (z) Upon the occurrence and during the continuation of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms an Event of Default under the Credit Agreement, and Agreement or of a Notified Acceleration Event: (biv) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms All rights of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the consensual rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall8(a)(i) above shall cease upon written notice from the Pledgee to the Pledgors (except that no such notice shall be required in the case of a Bankruptcy Default with respect to such Pledgor), at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for Pledgee (acting at the benefit direction of itself and the other Secured Parties, which Majority Banks) who shall thereupon have the sole right to exercise such voting and other consensual rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and during such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasecontinuance.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until there is an "Event of Default shall have occurred and be continuingDefault" (as defined in Section 5, a Pledgor shall be entitled to exercise any and all voting and other rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or below): (i) any of the other Credit provisions of the Loan Documents, or which would involve any violation of any such provisions. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Stock Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Stock Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an issuer thereof or received in exchange for Pledged Stock Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to the extent permitted by the Credit Agreement. 7.03. Any which any such issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid or payable property received in Cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution the principal of or in connection with a reduction redemption of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, for any Pledged Stock Collateral to the extent not permitted by the terms of the Credit Agreement(either at maturity, upon call for redemption or otherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Lender or its assigns and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent Lender (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Pledgor in accordance with the Lender's instructions) to be applied as Pledged Collateral a payment or prepayment of any of the Obligations secured by this Agreement as provided in the same form as so received (with any necessary endorsementSection 6(a), below. 7.04. (iii) The Collateral Agent Lender shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other powers which he is entitled to exercise pursuant to subparagraph (i) above and/or to receive the dividends and/or interest payments which he is authorized to receive and retain pursuant to subparagraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and/or consensual rights and powers which it he is entitled to exercise pursuant to Section 7.01. 7.054(a)(i) hereof and/or to receive the dividends and interest payments which he is authorized to receive and retain pursuant to Section 4 (a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the Lender who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 4 (a)(ii) hereof. All dividends Any and all money and other property paid over to Page 38 of 50 or other distributions which are received by a Pledgor contrary the Lender pursuant to the provisions of this Article VII paragraph (b) or pursuant to the exercise by Lender of the voting and/or consensual rights and powers shall be received applied by Lender in trust for accordance with the benefit provisions of the Collateral Agent and the other Secured Parties, shall be segregated from other funds Section 6(a) of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06this Agreement. Upon the occurrence and during the continuance of an Event of Default, (a) the Lender may transfer into its name, or into the name of its nominee, any or all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect shares of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseStock Collateral.

Voting Rights; Dividends. 7.01. (a) So long as no Default or Event of Default shall have occurred and be continuingexist or result therefrom (and, a in the case of clause (i) below, so long as written notice has not been given by the Agent to the Pledgor at the instruction or with the consent of the Requisite Lenders): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such the Pledgor shall not exercise or shall refrain from exercising any such right if if, in the judgment of the Requisite Lenders, conveyed in writing, such action or inaction would materially and adversely affect have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any interest of the other Credit DocumentsAgent therein, and, provided, further, that the Pledgor shall give the Agent at least five Business Days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) The Pledgor shall be entitled to receive and retain any and all dividends, dividends or distributions and payments paid from time to time in respect of the Pledged Collateral to Shares, in compliance with the extent permitted by terms of the Credit Agreement., except the following: 7.03. Any (A) dividends paid or payable other than in cash in respect of, and all instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Shares; (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and surplus; and (bC) Cash cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms Shares; all of the Credit Agreementwhich shall be, and all of which shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Agent to hold as as, Pledged Collateral and shall, if received by a the Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAgent, be segregated from the other property or funds of such the Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement and indemnity). 7.04. (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01clause (i) above and to receive the dividends or distributions which it is authorized to receive and retain pursuant to clause (ii) above. 7.05. (b) Upon the occurrence and during the continuance of a Default or an Event of Default: (i) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) above shall cease upon written notice thereof from the Agent, and all such rights shall thereupon become vested in the Agent, for its benefit and the ratable benefit of the other Lender Parties, who shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of the Pledgor to receive the dividends or distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Agent, for its benefit and the ratable benefit of the other Lender Parties, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends. (iii) All dividends or other distributions which are received by a the Pledgor contrary to the provisions of paragraph (ii) of this Article VII Section 7(b) shall be received in trust for the benefit of the Collateral Agent Agent, for its benefit and the ratable benefit of the other Secured Lender Parties, shall be segregated from other funds of such the Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or indemnity). 7.06. Upon (iv) In order to permit the occurrence and during Agent to exercise the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise may be entitled to exercise pursuant to Section 7.01 7(b)(i) above, and to receive all dividends and distributions which it may be entitled to receive under Section 7(b)(ii) above, the Pledgor shall, at the option if necessary, upon written notice of the Collateral Agent, cease from time to time execute and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid deliver to the Collateral AgentAgent appropriate proxies, for dividend payment orders and other instruments as the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseAgent may request.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until an Event of Default shall have occurred and be continuing, a Pledgor ; (i) The Pledgors shall be entitled to exercise any and all voting and/or other consensual rights and other rights pertaining powers accruing to the them as owners of Pledged Collateral or any part thereof Securities and Pledged Interests for any purpose not inconsistent consistent with the terms of this Pledge Agreement, the Guarantee Agreements or Note Agreement and the Credit Agreementother Transaction Documents; provided, however, that such Pledgor shall action would not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value rights inuring to a holder of the Pledged Securities and Pledged Interests or the rights and remedies of any of the Noteholders or the Notes Collateral or any part thereof or be inconsistent with or violate any provisions of Agent under this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any other Transaction Document or the ability of the other Credit DocumentsNoteholders or the Notes Collateral Agent to exercise the same. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Each Pledgor shall be entitled to receive and retain any and all dividends, cash dividends and distributions paid on the Pledged Securities and payments paid from time to time cash distributions in respect of the Pledged Collateral Interests to the extent and only to the extent that such cash dividends and cash distributions are permitted by by, and otherwise paid in accordance with, the Credit terms and conditions of the Note Agreement. 7.03, the Intercreditor Agreement, the other Transaction Documents and applicable laws. Any All noncash dividends and distributions, and all (a) dividends and other distributions paid (whether in cash or payable in Cash in respect of any Pledged Collateral otherwise) in connection with a partial or total liquidation or dissolution or in connection with a reduction dissolution, return of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms in surplus, and all other payments, dividends, and distributions made on or in respect of the Credit AgreementPledged Securities or Pledged Interests, and (b) Cash paidwhether paid or payable in cash or otherwise, payable whether resulting from a subdivision, combination or otherwise distributed reclassification of the outstanding capital stock of the issuer of any Pledged Securities or any amendment of any Partnership Document or LLC Document or the admission or withdrawal of any Partner or Member, or received in redemption ofexchange for Pledged Securities or Pledged Interests or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer or Partnership may be a party or otherwise, any Pledged Collateral to shall (except as otherwise provided in the extent not permitted by the terms preceding sentence) be and become part of the Credit AgreementCollateral, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shalland, if received by a Pledgor, shall not be received commingled by such Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Notes Collateral Agent and shall be forthwith delivered to the Notes Collateral Agent (or its designee as provided in Section 2.01(b)) in the same form as so received (with any necessary endorsement)(any such cash to be applied in accordance with Section 2.07). (b) Upon the occurrence and during the continuation of an Event of Default, all rights of the Pledgors to exercise the voting and consensual rights and powers they are entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. (c) Upon the occurrence and during the continuation of an Event of Default, all rights of each Pledgor to dividends and other Secured Partiesdistributions that such Pledgor is authorized to receive pursuant to the first sentence of paragraph (a)(ii) above shall cease, and all such rights shall thereupon become vested in the Notes Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends and other distributions. All dividends and other distributions received by any Pledgor contrary to the provisions of this Section 2.05 shall be held in trust for the benefit of the Notes Collateral Agent, shall be segregated from the other property or funds of such Pledgor, Pledgor and shall be forthwith delivered to the Notes Collateral Agent as Pledged Collateral or its designee upon demand in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent ) and shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to applied in accordance with the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)Section 2.07. 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default shall have occurred then exist or result therefrom (and so long as written notice revoking the applicable Debtor’s rights described in this Section 7 has not been given by the Administrative Agent to the Debtors after and during the continuance of such Event of Default, which written notice shall be continuing, a Pledgor given one (1) day before such notice shall be in effect): (i) Each Debtor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor (ii) Each Debtor shall be entitled to receive and retain any and all dividends, dividends or distributions and payments paid from time to time in respect of the its Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable Shares, in Cash in respect of any Pledged Collateral in connection compliance with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, except dividends paid or payable other than in cash in respect of, and (b) Cash paidinstruments and other property received, payable receivable or otherwise distributed in redemption respect of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms Shares, all of the Credit Agreementwhich shall be, and all of which shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Administrative Agent to hold as as, Pledged Collateral and shall, if received by a Pledgorany Debtor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesAdministrative Agent, be segregated from the other property or funds of such PledgorDebtor, and be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement and indemnity). 7.04. (iii) The Collateral Administrative Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, applicable Debtor all such proxies and other instruments as such Pledgor Debtor may reasonably request for the purpose of enabling such Pledgor Debtor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01clause (i) above and to receive the dividends or distributions which it is authorized to receive and retain pursuant to clause (ii) above. notwithstanding anything to the contrary contained herein, the Debtor shall be entitled and permitted to retain any tax distributions at any time. 7.05. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 7(a)(i) above shall cease upon one day’s written notice from the Administrative Agent, and all such rights shall thereupon become vested in the Administrative Agent, for its benefit and the ratable benefit of the holders of the Secured Obligations, who shall thereupon have the sole right to exercise such voting and other consensual rights. (ii) All rights of each Debtor to receive the dividends or distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) above shall cease upon one day’s written notice from the Administrative Agent, and all such rights shall thereupon become vested in the Administrative Agent, for its benefit and the ratable benefit of the holders of the Secured Obligations, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends. (iii) All dividends or other distributions which are received by a Pledgor any Debtor contrary to the provisions of paragraph (ii) of this Article VII Section 7(b) shall be received in trust for the benefit of the Collateral Agent Administrative Agent, for its benefit and the other ratable benefit of the holders of the Secured PartiesObligations, shall be segregated from other funds of such Pledgor Debtor and shall be forthwith paid over to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or indemnity). 7.06. Upon (iv) In order to permit the occurrence and during Administrative Agent to exercise the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise may be entitled to exercise pursuant to Section 7.01 7(b)(i) above, and to receive all dividends and distributions which it may be entitled to receive under Section 7(b)(ii) above, each Debtor shall, if necessary, upon one day’s written notice given by the Administrative Agent, from time to time execute and deliver to the Administrative Agent appropriate proxies, dividend payment orders and other instruments as the Administrative Agent may request. notwithstanding anything to the contrary contained herein, the Debtor shall be entitled and permitted to retain any tax distributions at any time. Anything in the option foregoing to the contrary notwithstanding, it is the intention of the Collateral Agentparties hereto that record and beneficial ownership of the Pledged Collateral, cease including all voting, consensual, dividend, and become vested distribution rights, shall remain in the Collateral applicable Debtor until (i) the occurrence and continuance of an Event of Default and (ii) Administrative Agent for has given one day’s prior written notice to the benefit applicable Debtor of itself and the other Secured Parties, which shall thereupon have the sole right Administrative Agent’s election to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of to the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseCollateral.

Voting Rights; Dividends. 7.01. So long as there is no failure to make due and punctual payment to the Pledgees in accordance with the terms of the Secured Obligations nor any other continuing event which would constitute an event of default under this Agreement (an "Event of Default shall have occurred and be continuing, a Default"): (a) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documentsthereof. 7.02. So long as no Event of Default shall have occurred and be continuing, a (b) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an Issuer or received in exchange for Pledged Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the extent permitted by the Credit Agreement. 7.03. Any Issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid property received in payment of the principal of or payable in Cash redemption of or in respect of exchange for any Pledged Collateral in connection with a partial (either at maturity, upon call for redemption or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreementotherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Pledgees or their assigns or the holder of any subsequent perfected lien and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Escrow Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with the Pledgees' instructions) to be held as Pledged Collateral in subject to the same form as so received (with any necessary endorsement)terms of this Pledge Agreement. 7.04. (c) The Collateral Agent Pledgees shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to Section 7.01subparagraph (a) above and/or to receive the dividends and/or interest payments which it is authorized to receive and retain pursuant to subparagraph (b) above. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. d) Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a the Pledgor to exercise the voting and/or consensual rights and powers which it would otherwise be is entitled to exercise pursuant to Section 7.01 shall3(a) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 3(b) hereof shall cease, at the option of the Collateral Agent, cease and all such rights shall thereupon become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which Pledgees who shall thereupon have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 3(b) hereof. Any and all money and other property paid over to or received by the Pledgees pursuant to the provisions of this Section 3 or pursuant to the exercise by Pledgees of the voting and/or consensual rights and powers shall be retained by the Pledgees as additional collateral hereunder and be applied in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect the provisions of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceasethis Pledge Agreement.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default under the Credit Agreement or Notified Acceleration Event shall have occurred and be continuingcontinuing (and, a in the case of Section 8(a)(i) below, until written notice from the Pledgee, acting at the direction of the Majority Lenders, to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for thereof; provided that no vote shall be cast or any purpose not consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with any of the terms of this Pledge Agreement, any Secured Debt Document, or which would have the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would effect of materially and adversely affect impairing the value of the Pledged Collateral or any part thereof or be inconsistent with the position or violate any provisions interests of this Pledge Agreementthe Pledgee, acting at the Guarantee Agreementsdirection of the Majority Lenders, the Credit Agreement or any Secured Creditor. All such rights of the other Credit Documents. 7.02. So long as no Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall have occurred occur and be continuingcontinuing and, except in the case of a Pledgor shall be entitled Bankruptcy Default with respect to receive all dividendsthe Pledgor, distributions and payments paid from time to time in respect the Pledgee, acting at the direction of the Pledged Collateral to Majority Lenders, shall have notified the extent permitted by Pledgor of such cessation, and the Credit Pledgee shall have exercised its rights under Section 15 of this Agreement. 7.03. Any and all (aii) All cash dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral Stock shall be paid to the Pledgor, provided that all dividends payable in respect of the Pledged Stock which are determined by the Pledgee to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital, shall be paid to the Pledgee and retained by it as part of the Pledged Collateral Agent, for (unless such cash dividends are applied to repay the benefit Obligations pursuant to Section 15 of itself and the other Secured Parties and such Pledgor’s right this Agreement). The Pledgee shall also be entitled to receive such cash payments pursuant directly, and to Sections 7.02 and 7.03 shall immediately cease.retain as part of the Pledged Collateral:

Voting Rights; Dividends. 7.01. (a) So long as no Default or Event of Default shall have occurred exist and be continuingcontinuing or result and continue therefrom (and, a in the case of clause (i) below, so long as written notice has not been given by the Lender to the Pledgor): (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral Shares or any part thereof for any purpose not inconsistent with in violation of the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) The Pledgor shall be entitled to receive and retain any and all dividends, dividends or distributions and payments paid from time to time in respect of the Pledged Collateral to Shares, in compliance with the extent permitted by terms of the Credit Agreement., except the following: 7.03. Any (A) dividends paid or payable other than in cash in respect of, and all instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Shares; (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral Shares in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and surplus; and (bC) Cash cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms Shares; all of the Credit Agreementwhich shall be, and all of which shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as as, Pledged Collateral and shall, if received by a the Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, be segregated from the other property or funds of such Pledgorthe Borrowers, and be forthwith delivered to the Collateral Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement and indemnity). 7.04. The Collateral Agent shall execute (b) Upon the occurrence and deliver during the continuance of a Default or an Event of Default: (or cause to be executed and deliveredi) to a Pledgor, at the expense All rights of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is would otherwise be entitled to exercise pursuant to Section 7.017(a)(i) above shall cease upon written notice thereof from the Lender, and all such rights shall thereupon become vested in the Lender, who shall thereupon have the sole right to exercise such voting and other consensual rights. 7.05. (ii) All rights of the Pledgor to receive the dividends or distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Lender, who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends. (iii) All dividends or other distributions which are received by a the Pledgor contrary to the provisions of paragraph (ii) of this Article VII Section 7(b) shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from other funds of such Pledgor the Borrowers and shall be forthwith paid over to the Collateral Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsement or indemnity). 7.06. Upon (c) In order to permit the occurrence and during Lender to exercise the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise may be entitled to exercise pursuant to Section 7.01 7(b)(i) above, and to receive all dividends and distributions which it may be entitled to receive under Section 7(b)(ii) above, the Pledgor shall, at the option if necessary, upon written notice of the Collateral AgentLender, cease from time to time execute and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid deliver to the Collateral AgentLender appropriate proxies, for dividend payment orders and other instruments as the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseLender may reasonably request.

Voting Rights; Dividends. 7.01. etc. (a) So long as no Event of Default or Potential Event of Default shall have occurred and be continuing, a occurred: (i) Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if if, in the Lender's judgment, such action or inaction would materially and adversely affect have a material adverse effect on the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreementthereof; and PROVIDED FURTHER, that Pledgor shall give the Guarantee Agreements, the Credit Agreement or any Lender at least five (5) days' written notice of the other Credit Documentsmanner in which it intends to exercise, or the reasons for refraining from exercising, any such right. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) Pledgor shall be entitled to receive and retain any and all dividends, distributions and payments paid from time to time dividends in respect of the Pledged Collateral to the extent permitted by the Credit Agreement.Collateral; PROVIDED, HOWEVER, that any and all 7.03. Any (A) dividends paid or payable other than in cash or cash equivalents in respect of, and all instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, (aB) dividends and other distributions paid or payable in Cash cash or cash equivalents in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreementsurplus, and and (bC) Cash cash or cash equivalents paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit AgreementCollateral, shall be, and shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as as, Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). 7.04. (iii) The Collateral Agent Lender shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01paragraph (i) above and to receive the dividends which it is authorized to receive and retain pursuant to paragraph (ii) above. 7.05. (b) Upon the occurrence of an Event of Default or Potential Event of Default: (i) The Lender shall have the right to have the Pledged Collateral transferred into the name of the Lender or any of its nominees. (ii) All rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to SECTION 7(a)(ii)shall) and to receive the dividends or which Pledgor would otherwise be authorized to receive and retain pursuant to SECTION 7(a)(ii)shall cease, and shall thereafter be vested in the Lender, who shall thereupon have the sole right to exercise such voting and other distributions consensual rights on behalf of Pledgor and to receive and hold such dividends as Pledged Collateral. (iii) All amounts which are received by a Pledgor contrary to the provisions of paragraph (ii) of this Article VII SECTION 7(b) shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent Lender as Pledged Collateral in the same form as so received (with any necessary endorsementendorsements). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. (a) So long as no Event of Default under the Credit Agreement or Notified Acceleration Event shall have occurred and be continuingcontinuing (and, a in the case of Section 8(a)(i) below, until written notice from the Pledgee, --------------- acting at the direction of the Majority Banks, to the Pledgors): (i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for thereof; provided that no vote shall be cast or -------- any purpose not consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with any of the terms of this Pledge Agreement, any Secured Debt Document, or which would have the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would effect of materially and adversely affect impairing the value of the Pledged Collateral or any part thereof or be inconsistent with the position or violate any provisions interests of this Pledge Agreementthe Pledgee, acting at the Guarantee Agreementsdirection of the Majority Banks, the Credit Agreement or any Secured Creditor. All such rights of the other Credit Documents. 7.02. So long as no such Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall have occurred occur and be continuingcontinuing and, except in the case of a Bankruptcy Default with respect to such Pledgor, the Pledgee, acting at the direction of the Majority Banks, shall have notified such Pledgor of such cessation, and the Pledgee shall have exercised its rights under Section 15 of this Agreement. ---------- (ii) All cash dividends payable in respect of the Pledged Stock, all payments in respect of the Pledged Notes and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests shall be paid to the respective Pledgor, provided that all dividends payable in respect of the Pledged Stock -------- which are determined by the Pledgee to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital, and all distributions in respect of the Pledged Partnership Interests and Pledged LLC Interests (other than those not prohibited by Section 8.10 of the Credit Agreement) shall be paid to the Pledgee and retained by it as part of the Pledged Collateral (unless such cash dividends are applied to repay the Obligations pursuant to Section 15 of this Agreement). The Pledgee ---------- shall also be entitled to receive directly, and to retain as part of the Pledged Collateral: (x) all dividendsother property (other than cash) paid or distributed by way of dividend or distribution, distributions as the case may be, in respect of the Pledged Stock, Pledged Partnership Interests and payments Pledged LLC Interests; (y) all other property which may be paid from time to time in respect of the Pledged Collateral to by reason of any consolidation, merger, conveyance of assets, liquidation or similar corporate, partnership or limited liability company, as the extent permitted by the Credit Agreement.case may be, reorganization; and 7.03. Any and (z) all other or additional stock or other securities or property (aincluding cash) dividends and other distributions paid or payable in Cash distributed in respect of any the Pledged Collateral in connection with a partial by way of stock split, spin-off, split-up, reclassification, combination of shares or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and similar rearrangement. (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to Upon the extent not permitted by occurrence and during the terms continuation of an Event of Default under the Credit Agreement, shall be in Agreement or of a Notified Acceleration Event: (i) All rights of each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other consensual rights which it is would otherwise be entitled to exercise pursuant to Section 7.018(a)(i) above shall cease upon written notice from --------------- the Pledgee to the Pledgors (except that no such notice shall be required in the case of a Bankruptcy Default with respect to such Pledgor), and all such rights shall thereupon become vested in the Pledgee (acting at the direction of the Majority Banks) who shall thereupon have the sole right to exercise such voting and other consensual rights during such continuance. 7.05. (ii) All dividends or rights of each Pledgor to receive the dividends, payments and other distributions which it would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii) above ---------------- shall cease upon written notice from the Pledgee to such Pledgor (except that no such notice shall be required in the case of a Bankruptcy Default), and all such rights shall thereupon become vested in the Pledgee (acting at the direction of the Majority Banks) who shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, payments and other distributions during such continuance. (iii) All dividends, payments and other distributions which are received by a Pledgor contrary to the provisions of paragraph (ii) -------------- of this Article VII Section 8(b) shall be received in trust for the benefit of the Collateral Agent and ------------ Pledgee (acting at the other Secured Partiesdirection of the Majority Banks), shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent Pledgee as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.

Voting Rights; Dividends. 7.01. So (a) During the term of this Agreement, and so long as no Event of Default there shall not occur a Payment Default: (i) the Borrower shall have occurred and be continuing, a Pledgor shall be entitled the right to exercise any and vote the Shares on all voting and other rights pertaining to the Pledged Collateral or any part thereof corporate questions for any purpose all purposes not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit AgreementFinancing Documents and, to that end, if Lender transfers the Shares into its name or the name of its nominee, Lender shall, upon the request of the Borrower, unless a Payment Default shall have occurred, execute and deliver or cause to be executed and delivered to Borrower proxies with respect to the Shares; and (ii) the Borrower may receive and retain any and all dividends or other distributions paid in respect of the Pledged Collateral; provided, however, that such Pledgor shall not exercise any and all (A) dividends and interest paid or shall refrain from exercising any such right if such action payable other than in cash in respect of, and instruments and other property received, receivable or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time otherwise distributed in respect of the or in exchange for, any Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus to the extent not permitted by the terms of the Credit Agreement, and (bC) Cash cash paid, payable or otherwise distributed in any permitted redemption of, or in permitted exchange forof, any Pledged Collateral Collateral, shall be, and shall forthwith be delivered to or at the extent not permitted by the terms direction of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as Pledged Collateral and shall, if received by a Pledgorthe Borrower, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from the other property or funds of such Pledgorthe Borrower, and shall be forthwith delivered to or at the Collateral Agent direction of the Lender in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral in the same form and as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request further collateral security for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01.Obligations; 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. b) Upon the occurrence and during the continuance of an Event of a Payment Default, : 4 6 (ai) all voting and other rights of a Pledgor to exercise the rights which it would otherwise Lender shall thereafter be entitled to exercise pursuant all voting powers pertaining to Section 7.01 shallthe Shares and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever, at and the option Borrower, forthwith upon the request of the Collateral AgentLender, cease and become vested in shall secure (if not already secured by the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (bLender) all Cash dividends or other distributions payable in respect executed resignations of the Pledged Collateral shall be paid to officers and directors of Guarantor in order that the Collateral Agent, for Lender may elect the benefit officers and directors of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.Guarantor designated by Lender; and

Voting Rights; Dividends. 7.01. So (a) During the term of this Agreement, and so long as no there shall not occur a Default or an Event of Default Default: (i) the Borrower shall have occurred and be continuing, a Pledgor shall be entitled the right to exercise any and vote the Shares on all voting and other rights pertaining to the Pledged Collateral or any part thereof corporate questions for any purpose all purposes not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit AgreementFinancing Documents and, to that end, if Lender transfers the Shares into its name or the name of its nominee, Lender shall, upon the request of the Borrower, unless a Default or an Event of Default shall have occurred, execute and deliver or cause to be executed and delivered to Borrower proxies with respect to the Shares; and (ii) the Borrower may receive and retain any and all dividends or other distributions paid in respect of the Pledged Collateral; provided, however, that such Pledgor shall not exercise any and all (A) dividends and interest paid or shall refrain from exercising any such right if such action payable other than in cash in respect of, and instruments and other property received, receivable or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time otherwise distributed in respect of the or in exchange for, any Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all Collateral, (aB) dividends and other distributions paid or payable in Cash cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-in surplus to the extent not permitted by the terms of the Credit Agreement, and (bC) Cash cash paid, payable or otherwise distributed in any permitted redemption of, or in permitted exchange forof, any Pledged Collateral Collateral, shall be, and shall forthwith be delivered to or at the extent not permitted by the terms direction of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, Lender to hold as Pledged Collateral and shall, if received by a Pledgorthe Borrower, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from the other property or funds of such Pledgorthe Borrower, and shall be forthwith delivered to or at the Collateral Agent direction of the Lender in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Lender as Pledged Collateral in the same form and as so received (with any necessary endorsement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request further collateral security for the purpose Obligations; (b) Upon the occurrence of enabling such Pledgor to exercise an Event of Default: (i) the voting and other rights which it is Lender shall thereafter be entitled to exercise pursuant all voting powers pertaining to Section 7.01. 7.05. All dividends the Shares and all proxies theretofore executed by Lender shall terminate and thereafter be null and void and of no effect whatsoever, and the Borrower, forthwith upon the request of the Lender, shall secure (if not already secured by the Lender) executed resignations of the officers and directors of Borrower and of the Entities in order that the Lender may elect the officers and directors of Borrower and of the Entities designated by Lender; and (ii) all rights of the Borrower to receive the dividends, payments or other distributions which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii), shall cease, and all such rights shall thereupon become vested in the Lender which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends and interest payments; and (iii) all dividends and interest payments which are received by a Pledgor the Borrower contrary to the provisions of this Article VII Section 7 shall be received in trust for the benefit of the Collateral Agent and the other Secured PartiesLender, shall be segregated from other funds of such Pledgor the Borrower, and shall be forthwith paid over to the Collateral Agent Lender as Pledged Collateral in the same exact form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default4 <PAGE> endorsement and/or appropriate stock powers duly executed in blank, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option held by or on behalf of the Lender as Pledged Collateral Agent, cease and become vested in the Collateral Agent as further collateral security for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseObligations.

Voting Rights; Dividends. 7.01. 4.1 So long as no Event of Default shall have occurred and be continuing, a occurred: (a) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements Agreement or the Credit Loan Agreement; provided, however, that such each Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no result in an Event of Default shall have occurred and be continuing, a Pledgor shall be entitled to receive all dividends, distributions and payments paid from time to time in respect of under the Pledged Collateral to the extent permitted by the Credit Loan Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable in Cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral to the extent not permitted by the terms of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.04. The Collateral Agent Foothill shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01paragraph (a) above. 7.05. 4.2 Subject to Sections 4.3 and 5.3 hereof, upon the occurrence and during the continuation of an Event of Default: (a) All rights of each Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8.1(a) shall cease upon notice to such Pledgor by Foothill of such Event of Default, and all such rights shall, upon notice by Foothill to the Pledgor, become vested in Foothill who shall thereupon have the sole right to exercise such voting and other consensual rights. (b) All cash dividends and other cash distributions paid or payable with respect to any of the Pledged Collateral and any and all instruments and other distributions which are property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered to Foothill to hold as Pledged Collateral and shall, if received by a Pledgor contrary to the provisions of this Article VII shall Pledgor, be received in trust for the benefit of the Collateral Agent and the other Secured PartiesFoothill, shall be segregated from the other property or funds of such Pledgor Pledgor, and shall be forthwith paid over delivered to the Collateral Agent Foothill as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.064.3 Notwithstanding anything herein to the contrary, to the extent that the prior consent of the FCC shall be required under then-applicable law, Foothill agrees not to exercise the rights granted hereunder to foreclose or otherwise dispose of the Pledged Shares or Pledged Interests unless and until the FCC shall have granted its prior consent with respect thereto. So long as no Event of Default shall have occurred and be continuing, the certificates representing such Pledged Shares or Pledged Interests shall remain in the name of the pledgors thereof and such pledgors shall have and exercise all rights of ownership, including the right to vote such Pledged Shares or Pledged Interests. Upon the occurrence and during the continuance of an Event of Default, (a) all voting Default and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise following notice being given pursuant to Section 7.01 shall4.2(a) hereof, at in addition to the option other remedies provided for in this Agreement, Foothill or its nominee shall be entitled, subject to the prior approval of the Collateral AgentFCC to the extent required, cease and become vested to transfer to or register the Pledged Shares or Pledged Interests in the Collateral Agent for the benefit name of itself Foothill or its nominee, and the other Secured Parties, which shall thereupon have the sole right to vote and exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the power of an owner with respect to such Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseShares or Pledged Interests.

Voting Rights; Dividends. 7.01. So long as no (a) Unless and until there is an "Event of Default shall have occurred and be continuingDefault" (as defined in Section 5, a below): (i) The Pledgor shall be entitled to exercise any and all voting and/or consensual rights and other rights powers relating or pertaining to the Pledged Stock Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreementthereof, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor no vote shall not exercise be cast or shall refrain from exercising any such right if such consent, waiver or ratification given or action or inaction taken which would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit provisions of the Loan Documents, or which would involve any violation of any such provisions. 7.02. So long as no Event of Default shall have occurred and be continuing, a (ii) The Pledgor shall be entitled to receive and retain any and all ordinary cash dividends and interest payable on the Pledged Stock Collateral, but any and all stock and/or liquidating dividends, distributions and payments paid from time to time in property, returns of capital or other distributions made on or in respect of the Pledged Stock Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of an issuer thereof or received in exchange for Pledged Stock Collateral or any part thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to the extent permitted by the Credit Agreement. 7.03. Any which any such issuer may be a party or otherwise, and any and all (a) dividends cash and other distributions paid or payable property received in Cash in respect payment of any Pledged Collateral in connection with a partial or total liquidation or dissolution the principal of or in connection with a reduction redemption of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, for any Pledged Stock Collateral to the extent not permitted by the terms of the Credit Agreement(either at maturity, upon call for redemption or otherwise), shall be in each case forthwith delivered to the Collateral Agent, on behalf and become part of the Secured Parties, to hold as Pledged Collateral and shallcollateral pledged by the Pledgor hereunder and, if received by a the Pledgor, shall be received in trust for the benefit of the Collateral Agent Lender or its assigns and the other Secured Parties, shall forthwith be segregated from the other property or funds of such Pledgor, and be forthwith delivered to Lender (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Collateral Agent Pledgor in accordance with Lender's instructions) to be applied as Pledged Collateral a payment or prepayment of any of the Obligations secured by this Agreement as provided in the same form as so received (with any necessary endorsementSection 6(a), below. 7.04. The Collateral Agent (iii) Lender shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, Pledgor all such proxies proxies, powers of attorney, dividend orders, interest coupons and other instruments as such the Pledgor may reasonably request for the purpose of enabling such the Pledgor to exercise the voting and/or consensual rights and other powers which it is entitled to exercise pursuant to subparagraph (i) above and/or to receive the dividends and/or interest payments which he is authorized to receive and retain pursuant to subparagraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to Section 7.01. 7.054(a)(i) hereof and/or to receive the dividends and interest payments which it is authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in Lender who shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and powers and/or to receive and retain the dividends and/or interest payments which the Pledgor would otherwise be authorized to retain pursuant to Section 4(a)(ii) hereof. All dividends Any and all money and other property paid over to or other distributions which are received by a Pledgor contrary Lender pursuant to the provisions of this Article VII paragraph (b) or pursuant to the exercise by Lender of the voting and/or consensual rights and powers shall be received applied by Lender in trust for accordance with the benefit provisions of the Collateral Agent and the other Secured Parties, shall be segregated from other funds Section 6(a) of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06this Agreement. Upon the occurrence and during the continuance of an Event of Default, (a) Lender may transfer into its name, or into the name of its nominee, any or all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect shares of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately ceaseStock Collateral.

Voting Rights; Dividends. 7.01. So long In addition, each Pledgor agrees that: (a) if any Event of Default shall have occurred and be continuing or if any Default or Event of Default shall occur as no a result thereof, promptly upon receipt thereof by the Pledgor and without any request therefor by the Administrative Agent, the Pledgor shall deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends received on account of Collateral, all of which shall be held by the Administrative Agent as additional Collateral for use in accordance with Section 5.5; (b) if any Event of Default shall have occurred and be continuing, a upon notice to the Pledgor shall be entitled by the Administrative Agent, all rights of the Pledgor to exercise any or refrain from exercising voting or other consensual rights in respect of the Collateral shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise or refrain from exercising such voting and other rights pertaining to the Pledged Collateral or consensual rights; and (c) if any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, the Guarantee Agreements or the Credit Agreement; provided, however, that such Pledgor shall not exercise or shall refrain from exercising any such right if such action or inaction would materially and adversely affect the value of the Pledged Collateral or any part thereof or be inconsistent with or violate any provisions of this Pledge Agreement, the Guarantee Agreements, the Credit Agreement or any of the other Credit Documents. 7.02. So long as no Event of Default shall have occurred and be continuing, a promptly upon request of the Administrative Agent, the Pledgor shall deliver to the Administrative Agent such proxies and other documents as may be necessary to allow the Administrative Agent to exercise the voting and other consensual rights with respect to any Collateral pledged by such Pledgor. Except as set forth in the immediately preceding sentence, each Pledgor shall be entitled to receive all dividendsexercise, distributions and payments paid from time to time in respect of the Pledged Collateral to the extent permitted by the Credit Agreement. 7.03. Any and all (a) dividends and other distributions paid or payable its reasonable judgment, but in Cash in respect of any Pledged Collateral in connection a manner not inconsistent with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus to the extent not permitted by the terms of the Credit Agreement, Subsidiary Guaranty Agreement or any other Loan Document (including this Agreement), the voting powers and (b) Cash paid, payable or otherwise distributed in redemption of, or in exchange for, all other incidental rights of ownership with respect to any Pledged Interests or other Equity Interests constituting Collateral (subject to the Pledgor’s obligation to deliver to the Administrative Agent such Pledged Interests and other Equity Interests in pledge hereunder to the extent not permitted required to be included as Collateral) and to the receipt of all Dividends. All Dividends, Distributions, cash payments and Proceeds which the Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by the terms Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall, upon the written request of any Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise voting power with respect to any unit of Equity Interests (including Pledged Interests) constituting Collateral; provided, however, that no vote shall be cast, or consent, waiver or ratification given, or action taken by the Pledgor that would impair in any material respect any Collateral or be inconsistent with or violate any provision of the Credit Agreement, shall be in each case forthwith delivered to the Collateral Agent, on behalf of the Secured Parties, to hold as Pledged Collateral and shall, if received by a Pledgor, be received in trust for the benefit of the Collateral Agent and the Subsidiary Guaranty Agreement or any other Secured Parties, be segregated from the other property or funds of such Pledgor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received Loan Document (with any necessary endorsementincluding this Agreement). 7.04. The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to a Pledgor, at the expense of the Pledgors, all such proxies and other instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 7.01. 7.05. All dividends or other distributions which are received by a Pledgor contrary to the provisions of this Article VII shall be received in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be segregated from other funds of such Pledgor and shall be forthwith paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). 7.06. Upon the occurrence and during the continuance of an Event of Default, (a) all voting and other rights of a Pledgor to exercise the rights which it would otherwise be entitled to exercise pursuant to Section 7.01 shall, at the option of the Collateral Agent, cease and become vested in the Collateral Agent for the benefit of itself and the other Secured Parties, which shall thereupon have the sole right to exercise such rights in accordance with Article XIV and (b) all Cash dividends or other distributions payable in respect of the Pledged Collateral shall be paid to the Collateral Agent, for the benefit of itself and the other Secured Parties and such Pledgor’s right to receive such cash payments pursuant to Sections 7.02 and 7.03 shall immediately cease.