Common use of Voting Rights; Etc Clause in Contracts

Voting Rights; Etc. (a) So long as an Event of Default shall not have occurred and be continuing, Borrower shall be permitted (i) to receive any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute and deliver (or cause to be executed and delivered) to Borrower all such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender. (b) If Borrower shall receive, by virtue of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreement.

Voting Rights; Etc. (a) So long as an Event of Default shall not have occurred and be continuing, Borrower shall be permitted (i) to receive any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute and deliver (or cause to be executed and delivered) to Borrower all such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender. (b) If Borrower shall receive, by virtue of Borrower’s 's being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreement.

Voting Rights; Etc. (a) So long as Unless and until an Event of Default shall not have occurred and be continuing, Borrower shall be permitted : (i) The Pledgor shall be entitled to receive exercise any and all regular Distributions voting and/or consensual rights and dividends paid in cash and in powers accruing to an owner of Pledged Securities or any part thereof for any purpose consistent with the ordinary course terms of business of the Partnerships, the LLCs this Agreement and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other Credit Agreement; provided that such action taken which would, directly or indirectly, would not materially impair the value security for the Obligations or adversely affect the position of any Collateral the Administrative Agent or which would be inconsistent with or result in a default the Lenders under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender . (ii) The Administrative Agent shall execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to Borrower the Pledgor, all such proxies proxies, powers of attorney, and other instruments as Borrower the Pledgor may reasonably request for the purpose of enabling Borrower the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise and pursuant to receive the dividends or interest payments which it is authorized subparagraph (i) above. (iii) The Pledgor shall be entitled to receive and retain pursuant any and all cash dividends paid on the Pledged Securities to this the extent and only to the extent that such cash dividends are permitted by, and otherwise paid in accordance with, the terms and conditions of the Credit Agreement. All noncash dividends, stock or dividends paid or payable in cash or otherwise in connection with a partial or total liquidation or dissolution, instruments, securities, other distributions in property, return of capital, capital surplus or paid-in surplus or other distributions (except for cash dividends permitted by the first sentence of this subparagraph (iii) made on or in respect of Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer of any Pledged Securities or from any bankruptcy or reorganization of the Pledgor or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by the Pledgor, shall not be commingled by the 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 Administrative Agent and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsements). (b) Upon the occurrence and during the continuance of an Event of Default, all rights of the aforesaid Pledgor to receive and retain any dividends which the Pledgor is authorized to receive and retain pursuant to subparagraph (iii) of paragraph (a) of this Section 5 shall cease, and all such rights shall immediately thereupon become vested in the Administrative Agent, which shall have the sole and automatically vest exclusive right and authority to receive and retain such dividends. All dividends which are received by the Pledgor contrary to the provisions of this paragraph (b) shall be received in Lendertrust for the benefit of the Administrative Agent, shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsements). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 5 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 and shall be applied in accordance with the provisions of Section 10 hereof. (bc) If Borrower shall receiveUpon the occurrence and during the continuance of an Event of Default, by virtue all rights of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions the Pledgor to exercise the voting and dividends permitted consensual rights and powers which the Pledgor is entitled to be retained by Borrower exercise pursuant to sub-section (aSection 5(a)(i) above) or in securities or other propertyshall cease, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower and all such rights shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender thereupon become vested in the exact form receivedAdministrative Agent, with any necessary endorsement and/or appropriate powers or other which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, and the Pledgor shall execute and deliver to the Administrative Agent all such documents and instruments (including proxies) as the Administrative Agent shall request in order to effect the purposes of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreementparagraph (c).

Voting Rights; Etc. (a) So long as an no Event of Default shall not have occurred and be continuing, Borrower each Grantor shall be permitted (i) entitled to receive exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Pledged Equity Interests as or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement, the Financing Orders or any other document evidencing the Obligations. (b) So long as no vote Event of Default shall have occurred and be continuing, the Collateral Agent shall be castdeemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, or right exercised or other action taken which wouldif necessary, directly or indirectly, materially impair the value upon written request of any Collateral or which would be inconsistent with or result in a default under this Agreement or any Grantor and at the sole cost and expense of the other Loan Documents. Upon the receipt of a written request Grantors, from Borrower, Lender shall time to time execute and deliver (or cause to be executed and delivered) to Borrower such Grantor all such proxies and other instruments as Borrower such Grantor may reasonably request for the purpose of enabling Borrower in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.7(a)(i) hereof or the Financing Orders and to receive the dividends or interest payments Distributions which it is authorized to receive and retain pursuant to this Agreement. Section 5.7(a)(ii) hereof or the Financing Orders. (c) Upon the occurrence and during the continuance of an any Event of Default, all rights of each Grantor to exercise the aforesaid voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.7(a)(i) hereof shall immediately cease, and, subject to the terms of the Intercreditor Agreement and the Financing Orders, all such rights shall immediately thereupon become vested in the Applicable Collateral Agent, which shall thereupon have the sole right to exercise such voting and automatically vest in Lenderother consensual rights. (bd) If Borrower Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Applicable Collateral Agent appropriate instruments as the Applicable Collateral Agent may reasonably request in order to permit the Applicable Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.7(c). (e) Except as permitted by the Credit Agreement or the Financing Orders, without the prior written consent of the Collateral Agent, no Grantor shall receive, by virtue of Borrower’s being or having been an owner of take any Equity Interest, action to: (i) permit any Distributions issuer of any Pledged Equity that is a Grantor to issue any additional stock, partnership interests, limited liability company interests or dividends payable other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer (provided that the foregoing shall not preclude equity investments in cash (except such Distributions and dividends subsidiaries expressly permitted to be retained by Borrower pursuant to sub-section the terms of the Credit Agreement) unless such Grantor shall promptly notify the Collateral Agent in writing of any such action and, in such event, shall take all steps necessary or advisable to establish the Applicable Collateral Agent’s “control” thereof, (aii) abovepermit any issuer of any Pledged Equity to dispose of all or substantially all of their assets, (iii) (A) waive any default under or in securities breach of any terms of organizational document relating to the issuer of any Pledged Equity or other propertywaive or amend the terms of any Pledged Debt, or (iiB) forgive any Distributions material amount owed pursuant to any Pledged Debt, or dividends in connection with (iv) cause any issuer of any Pledged Equity which is not a partial security (for purposes of the UCC) on the date hereof to elect or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same otherwise take any action to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, cause such Pledged Equity to be held by Lender treated as Collateral pursuant to this Agreementsecurities for purposes of the UCC.

Voting Rights; Etc. in Respect of the Pledged Collateral. (a) So long as no Event of Default or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default Default, shall not have occurred and be continuing, Borrower shall be permitted : (i) to receive the Pledgor may exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Pledged Collateral or which would be for any purpose not inconsistent with or result in a default under this Agreement or any the terms of the other Loan Documents. Upon Debentures; and (ii) the receipt Agent on behalf of a written request from Borrower, Lender shall the Pledgees will execute and deliver (or cause to be executed and delivered) to Borrower the Pledgor all such proxies and other instruments as Borrower Pledgor may reasonably request for the purpose of enabling Borrower Pledgor to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Section 8(a)(i) hereof. (b) Upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender.: (b) If Borrower shall receive, by virtue of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions all rights of the Pledgor to exercise the voting and dividends permitted other consensual rights which it would otherwise be entitled to be retained by Borrower exercise pursuant to sub-section (aSection 8(a)(i) above) or hereof shall cease, and all such rights shall thereupon become vested in securities or the Agent on behalf of the Pledgees which shall thereupon have the sole right to exercise such voting and other property, or consensual rights; and (ii) without limiting the generality of the foregoing, the Agent, on behalf of the Pledgees, may at its option exercise any Distributions and all rights of conversion, exchange, subscription or dividends any other rights, privileges or options pertaining to any Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of such Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of the Pledgor, or upon the exercise of any right, privilege or option pertaining to any Pledged Collateral, and, in connection with a partial or total liquidation or dissolution or a reclassificationtherewith, increase or reduction to deposit and deliver any and all of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, Pledged Collateral with any necessary endorsement and/or appropriate powers committee, depository, transfer agent, registrar or other instruments of assignment or conveyance, to be held by Lender designated agent upon such terms and conditions as Collateral pursuant to this Agreementit may determine.

Voting Rights; Etc. (a) So long as an no Event of Default shall not have occurred and be continuing, Borrower shall be permitted : (i) Pledgor shall be entitled to receive exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Pledged Collateral or which would be any part thereof for any purpose not inconsistent with or result in a default under the terms of this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender Notes. (ii) Secured Party shall promptly execute and deliver (or cause to be executed and delivered) to Borrower Pledgor all such proxies and other instruments as Borrower Pledgor may from time to time reasonably request for the purpose of enabling Borrower Pledgor to exercise the voting and other consensual rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. paragraph (i) above. (b) Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and upon written notice from Secured Party to Pledgor, all rights of Pledgor to exercise the aforesaid voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall immediately thereupon become vested in Secured Party who shall thereupon have the sole right to exercise such voting and automatically vest in Lenderother consensual rights. (bc) If Borrower shall receive, by virtue of Borrower’s being or having been an owner of any Equity InterestIn order to permit Secured Party to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to Section 8(b), (i) any Distributions Pledgor shall promptly execute and deliver (or dividends payable in cash (except such Distributions and dividends permitted cause to be retained by Borrower pursuant executed and delivered) to sub-section (a) above) or in securities or Secured Party all such proxies and other property, or instruments as Secured Party may from time to time reasonably request and (ii) without limiting the effect of the immediately preceding clause (i), Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Equity and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Equity would be entitled (including, without limitation, giving or withholding written consents of equity holders, calling special meetings of equity holders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any Distributions action (including any transfer of any Pledged Equity on the record books of the issuer thereof) by any other Person (including the issuer of the Pledged Equity or dividends any officer or agent thereof), upon the occurrence of an Event of Default and which proxy shall only terminate upon the payment in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction full in cash of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this AgreementSecured Obligations.

Voting Rights; Etc. (a) So long as an no Event of Default Default, as defined in Section 9 below, shall not have occurred and be continuing: (a) The Pledgor shall have the right, Borrower shall be permitted (i) from time to receive time, and for any purpose not inconsistent with the Loan Agreement or this Agreement, to vote and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations give consents with respect to the Equity Interests Pledged Shares and (ii) any additional capital stock, shares or other equity interests of each Company owned by it constituting part of the Pledged Collateral and to exercise all voting and other rights with respect consent to the Equity Interests as long as no vote shall be castor ratify any action taken at, or right exercised waive notice of, any meeting of stockholders or other action taken which would, directly or indirectly, materially impair the value any committee of any Collateral or which would be inconsistent Company with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute same force and deliver (or cause to be executed and delivered) to Borrower all effect as if such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender.capital stock were not pledged hereunder; (b) If Borrower The Pledgee shall, from time to time upon the written request of the Pledgor, give any necessary waivers of notice, consents and powers of attorney or proxies necessary to enable the Pledgor to exercise any of the foregoing rights; (c) The Pledgor shall receivebe entitled to retain and use any and all cash distributions paid on Pledged Collateral which are permitted by and in a manner consistent with the provisions of the Loan Agreement; PROVIDED, by virtue HOWEVER, that any and all other distributions made on or in respect of Borrower’s being or having been an owner the Pledged Collateral, whether resulting from a subdivision, combination, reorganization of any Equity InterestCompany, (i) a reclassification of outstanding shares of any Distributions Company or dividends payable received in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) exchange for Pledged Collateral or in securities any part thereof or as a result of any merger, consolidation, acquisition or other propertysale or exchange of assets or on the liquidation, whether voluntary or involuntary, of any issuer of the Pledged Collateral, or (ii) otherwise, shall be and become part of the Pledged Collateral pledged hereunder and, if received by any Distributions Company or dividends in connection with a partial or total liquidation or dissolution or a reclassificationthe Pledgor, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive forthwith be delivered to the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, Pledgee to be held by Lender as Collateral pursuant subject to the terms of this Agreement; and (d) The Pledgor shall be entitled to exercise any subscription or conversion privileges accruing to it as the owner of the Pledged Collateral to the extent permitted in the Loan Agreement, provided that any additional capital stock or other equity interests of any Company or any other issuer obtained or purchased on account of any such subscription or conversion privileges shall be delivered to and pledged with the Pledgee as part of the Pledged Collateral.

Voting Rights; Etc. (a) So long as an Event of Default shall not have occurred and be continuing, Borrower shall be permitted (i) to receive any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute and deliver (or cause to be executed and delivered) to Borrower all such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender. (b) If either Borrower shall receive, by virtue of such Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions and dividends permitted to be retained by such Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, such Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreement.

Voting Rights; Etc. (a) So long as an Event the Loans have not been accelerated pursuant to Section 8 of Default shall not have occurred and be continuing, Borrower shall be permitted the Senior Credit Agreement: (i) the Pledgor shall be entitled to receive exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights pertaining to the Pledged Stock, or any part thereof, for any purpose not inconsistent with the terms of this Agreement or the other Loan Documents; provided, however, (A) that the Pledgor shall not exercise any voting or consensual rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised commencement of a voluntary case or other action taken which wouldproceeding seeking liquidation, directly reorganization or indirectlyother relief with respect to the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s debts under any bankruptcy, materially impair insolvency or other similar law now or hereafter in effect or consent to the value entry of an order for relief in an involuntary case under any such law or seeking the appointment of a trustee, receiver, liquidator, sequestrator, assignee, custodian or other similar official of the Borrower of any Collateral or which would be inconsistent with or result in a default under this Agreement Subsidiary or any substantial part of the Borrower’s or an Subsidiary’s property without obtaining the prior written consent of the Collateral Agent; (B) that the Pledgor shall not amend or approve any amendment to or modification, alteration or repeal of the Certificate of Incorporation of By-Laws or any other Loan Documents. Upon organizational documents, as the receipt case may be, of the Borrower or any Subsidiary without obtaining the prior written consent of the Collateral Agent which consent shall not be unreasonably withheld or delayed; (C) that the Pledgor shall not increase the number of directors or modify in any way the composition of the board of directors of the Borrower (other than by replacing any officers or employees of the Pledgor or an Affiliate of the Pledgor who are directors with other officers or employees of the Pledgor or an Affiliate of the Pledgor) as same exists as of the date hereof without obtaining the prior written consent of the Collateral Agent which consent shall not be unreasonably withheld or delayed; and (D) the Pledgor shall not approve an increase in the authorized number of shares of stock or stated capital of the Borrower or the issuance of any additional shares of stock or the granting of any options or warrants of the without the prior written consent of the Collateral Agent, which consent shall not be unreasonably withheld or delayed provided that the Collateral Agent is granted a written request from Borrower, Lender first priority security interest in all such shares; and (ii) the Collateral Agent shall execute and deliver (or cause to be executed and delivered) to Borrower the Pledgor all such proxies and other instruments as Borrower the Pledgor may reasonably request for the purpose of enabling Borrower the Pledgor to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lenderparagraph (i) above. (b) If Borrower shall receive, by virtue of Borrower’s being or having the Loans have been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions and dividends permitted to be retained by Borrower accelerated pursuant to sub-section (aSection 8 of the Senior Credit Agreement, all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 4(a)(i) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets cease and promptly deliver the same to Lender all such rights shall thereupon become vested in the exact form receivedCollateral Agent, with any necessary endorsement and/or appropriate powers or without further act who shall thereupon have the sole right to exercise such voting and other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreementconsensual rights and remedies.

Voting Rights; Etc. The Pledgor agrees: (a) So long if any Event of Default shall have occurred and be continuing and Surge shall have notified the Pledgor of Surge's intention to exercise its voting power under this Section: (i) Surge may exercise (to the exclusion of the Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares or other capital stock constituting Collateral and the Pledgor hereby grants Surge an irrevocable proxy, exercisable under such circumstances, to vote the Pledged Shares and such other Collateral; and (ii) Promptly to deliver to Surge such additional proxies and other documents as may be necessary to allow Surge to exercise such voting power. All Distributions and proceeds which may at any time and from time to time be held by the Pledgor but which the Pledgor is then obligated to deliver to Surge, shall, until delivery to Surge, be held by the Pledgor separate and apart from its other property in trust for Surge. Surge agrees that unless an Event of Default shall not have occurred and be continuing, Borrower continuing and Surge shall be permitted (i) have given the notice referred to receive any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnershipsthis Section, the LLCs and Pledgor shall have the Corporations with respect to the Equity Interests and (ii) exclusive power to exercise all voting and other consensual rights with respect to any capital stock (including any of the Equity Interests Pledged Shares) constituting Collateral and Surge shall, upon the written request of the Pledgor, promptly deliver such proxies and other documents, if any, as long as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise such powers with respect to any such capital stock (including any of the Pledged Shares) constituting Collateral; provided, however, that no vote shall be cast, or right exercised consent, waiver or other ratification given, or action taken which would, directly or indirectly, by the Pledgor that would materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or violate any provision of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute and deliver (or cause to be executed and delivered) to Borrower all such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in LenderPledgor Notes. (b) If Borrower shall receive, by virtue of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreement.

Voting Rights; Etc. (a) So long as an no Event of Default shall not have occurred and be continuing, Borrower shall be permitted : (i) The Operating Partnership shall be entitled to receive exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Equity Interests as long as no vote Collateral or any part thereof; provided, however, that the Operating Partnership shall be castgive the Collateral Holder at least five (5) days' prior written notice of the manner in which it intends to exercise any such right; provided further, however, that the Operating Partnership shall not exercise or refrain from exercising any such right exercised or other if, in the Collateral Holder's reasonable judgment, such action taken which would, directly or indirectly, materially impair would have a material adverse effect on the value of any the Collateral or which would be any part thereof or is otherwise inconsistent with the terms of this Agreement, the other Credit Facility Documents or result the Existing Credit Facility Documents (collectively, the "Operative Documents"). (ii) The Operating Partnership shall be entitled to receive and retain any and all distributions and other payments paid on and in a default under this Agreement or any respect of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender Collateral. (iii) The Collateral Holder shall execute and deliver (or cause to be executed and delivered) to Borrower the Operating Partnership all such proxies and other instruments as Borrower the Operating Partnership may reasonably request for the purpose of enabling Borrower it to exercise the voting and other rights which that it is entitled to exercise pursuant to paragraph (i) above and to receive the dividends or interest distributions and other payments which that it is authorized to receive and retain pursuant to this Agreement. paragraph (ii) above. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of the Operating Partnership to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7(a)(i) and to receive the distributions and other payments that it would otherwise be authorized to receive and retain pursuant to Section 7(a)(ii) shall cease, the aforesaid and all such rights shall immediately thereupon become vested in the Collateral Holder who shall thereupon have the sole right to exercise voting and automatically vest in Lenderother consensual rights and to receive and hold as Collateral such distributions and other payments. (bii) If Borrower shall receive, All distributions and other payments that are received by virtue the Operating Partnership contrary to the provisions of Borrower’s being or having been an owner of any Equity Interest, paragraph (i) any Distributions or dividends payable in cash (except such Distributions of this Section 7(b) shall be received and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same held in trust for Lenderthe benefit of the Collateral Holder and the Lenders, segregate shall be segregated from other funds of the Operating Partnership and shall be forthwith paid over to the Collateral Holder as Collateral in the same from its other assets and promptly deliver the same to Lender in the exact form received, as so received (with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreementendorsement).

Voting Rights; Etc. (a) So long as an no Event of Default shall not have has occurred and be is continuing, Borrower shall be permitted : (i) the Pledgor shall be entitled to receive exercise any and all regular Distributions voting and dividends paid in cash other consensual rights pertaining to the Ownership Interests, or any part thereof, for any purpose not inconsistent with the terms of this Pledge Agreement or the other Loan Documents; provided, however, (A) that the Pledgor shall not amend or approve any amendment to or modification, alteration or repeal of the certificate of incorporation, memorandum and articles of association or by-laws, membership agreement or any other organizational or constitutional documents, as the case may be, of the Pledged Company 3 without obtaining the prior written consent of the Pledgee, if and to the extent the Pledgee's consent therefor is required under the Credit Agreement; and (B) that the Pledgor shall not approve an increase in the ordinary course authorized number of business shares of stock or stated capital or share capital or membership interests, as the context requires, of the PartnershipsPledged Company or the issuance of any additional shares of stock or share capital or membership interests, as the LLCs and context requires, or the Corporations with respect granting of any options or warrants without the prior written consent of the Pledgee, which consent shall not be unreasonably withheld or delayed, provided, that such interests shall be subject to the Equity Interests Lien of this Pledge Agreement; and (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender Pledgee shall execute and deliver (or cause to be executed and delivered) to Borrower the Pledgor all such proxies and other instruments as Borrower the Pledgor may reasonably request for the purpose of enabling Borrower the Pledgor to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lenderparagraph (i) above. (b) If Borrower shall receiveAt any time when an Event of Default has occurred and is continuing, and following receipt by virtue the Pledgor of Borrower’s being written notice from the Pledgee that than an Event of Default has occurred and is continuing and that the Pledgee intends to exercise any or having been an owner all voting and consensual rights and powers with respect to the Pledged Collateral, all rights of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions the Pledgor to exercise the voting and dividends permitted other consensual rights which it would otherwise be entitled to be retained by Borrower exercise pursuant to sub-section (aSection 5(a)(i) above) or in securities or other property, or (ii) any Distributions or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets cease and promptly deliver the same to Lender all such rights shall thereupon become vested in the exact form receivedPledgee, with any necessary endorsement and/or appropriate powers or without further act who shall thereupon have the sole right to exercise such voting and other instruments of assignment or conveyance, to be held by Lender as Collateral pursuant to this Agreementconsensual rights and remedies.

Voting Rights; Etc. in Respect of the Pledged ---------------------------------------------- Collateral. ---------- (a) So long as no Event of Default or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default Default, shall not have occurred and be continuing, Borrower shall be permitted : (i) to receive the Pledgor may exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Pledged Collateral or which would be for any purpose not inconsistent with or result in a default under this Agreement or any the terms of the other Loan Transaction Documents. Upon the receipt of a written request from Borrower, Lender shall ; and (ii) each Pledgee will execute and deliver (or cause to be executed and delivered) to Borrower the Pledgor all such proxies and other instruments as Borrower the Pledgor may reasonably request for the purpose of enabling Borrower the Pledgor to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. paragraph Section 7(a)(i) hereof. (b) Upon the occurrence and during the continuance of an Event of Default or an event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender.: (b) If Borrower shall receive, by virtue of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions or dividends payable in cash (except such Distributions all rights of the Pledgor to exercise the voting and dividends permitted other consensual rights which it would otherwise be entitled to be retained by Borrower exercise pursuant to sub-section (aSection 7(a)(i) above) or hereof shall cease, and all such rights shall thereupon become vested pro rata in securities or the Pledgees which shall thereupon have the sole right to exercise such voting and other property, or consensual rights; and (ii) without limiting the generality of the foregoing, each Pledgee may at its option exercise any Distributions and all rights of conversion, exchange, subscription or dividends any other rights, privileges or options pertaining to any of such Pledgee's Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of such Pledgee's Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of DOC, or upon the exercise by DOC of any right, privilege or option pertaining to any Pledged Collateral, and, in connection with a partial or total liquidation or dissolution or a reclassificationtherewith, increase or reduction to deposit and deliver any and all of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, Pledged Collateral with any necessary endorsement and/or appropriate powers committee, depository, transfer agent, registrar or other instruments of assignment or conveyance, to be held by Lender designated agent upon such terms and conditions as Collateral pursuant to this Agreementit may determine.

Voting Rights; Etc. (a) So long as an no Event of Default shall not have occurred and be continuing, Borrower each Grantor shall be permitted (i) entitled to receive exercise any and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and (ii) to exercise all voting and other consensual rights with respect pertaining to the Pledged Equity Interests as or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement, the Financing Orders or any other document evidencing the Obligations. (b) So long as no vote Event of Default shall have occurred and be continuing, the Control Co-Collateral Agent shall be castdeemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, or right exercised or other action taken which wouldif necessary, directly or indirectly, materially impair the value upon written request of any Collateral or which would be inconsistent with or result in a default under this Agreement or any Grantor and at the sole cost and expense of the other Loan Documents. Upon the receipt of a written request Grantors, from Borrower, Lender shall time to time execute and deliver (or cause to be executed and delivered) to Borrower such Grantor all such proxies and other instruments as Borrower such Grantor may reasonably request for the purpose of enabling Borrower in order to permit such Grantor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.7(a)(i) hereof or the Financing Orders and to receive the dividends or interest payments Distributions which it is authorized to receive and retain pursuant to this Agreement. Section 5.7(a)(ii) hereof or the Financing Orders. (c) Upon the occurrence and during the continuance of an any Event of Default, all rights of each Grantor to exercise the aforesaid voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.7(a)(i) hereof shall immediately cease, and, subject to the terms of the Intercreditor Agreement and the Financing Orders, all such rights shall immediately thereupon become vested in the Control Co-Collateral Agent, which shall thereupon have the sole right to exercise such voting and automatically vest in Lenderother consensual rights. (bd) If Borrower Each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Control Co-Collateral Agent appropriate instruments as the Control Co-Collateral Agent may reasonably request in order to permit the Control Co-Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.7(c). (e) Except as permitted by the Credit Agreement or the Financing Orders, without the prior written consent of the Control Co-Collateral Agent, no Grantor shall receive, by virtue of Borrower’s being or having been an owner of take any Equity Interest, action to: (i) permit any Distributions issuer of any Pledged Equity that is a Grantor to issue any additional stock, partnership interests, limited liability company interests or dividends payable other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer (provided that the foregoing shall not preclude equity investments in cash (except such Distributions and dividends subsidiaries expressly permitted to be retained by Borrower pursuant to subthe terms of the Credit Agreement) unless such Grantor shall promptly notify the Control Co-section Collateral Agent in writing of any such action and, in such event, shall take all steps necessary or advisable to establish the Control Co-Collateral Agent’s “control” thereof, (aii) abovepermit any issuer of any Pledged Equity to dispose of all or substantially all of their assets, (iii) (A) waive any default under or in securities breach of any terms of organizational document relating to the issuer of any Pledged Equity or other propertywaive or amend the terms of any Pledged Debt or (B) forgive any amount owed pursuant to any Pledged Debt, or (iiiv) cause any Distributions issuer of any Pledged Equity which is not a security (for purposes of the UCC) on the date hereof to elect or dividends in connection with a partial or total liquidation or dissolution or a reclassification, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive the same in trust for Lender, segregate the same from its other assets and promptly deliver the same otherwise take any action to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, cause such Pledged Equity to be held by Lender treated as Collateral pursuant to this Agreementsecurities for purposes of the UCC.

Voting Rights; Etc. (a) So long as Unless and until an Event of Default shall not have occurred and be continuing, Borrower shall be permitted occurred: (i) The Pledgor shall be entitled to receive exercise any and all regular Distributions voting and/or consensual rights and dividends paid in cash and in powers accruing to an owner of Pledged Securities or any part thereof for any purpose not prohibited by the ordinary course terms of business of this Agreement or the Partnerships, the LLCs and the Corporations with respect to the Equity Interests and Loan Agreement. (ii) to exercise all voting and other rights with respect to the Equity Interests as long as no vote shall be cast, or right exercised or other action taken which would, directly or indirectly, materially impair the value of any Collateral or which would be inconsistent with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender The Secured Party shall execute and deliver (to the Pledgor, or cause to be executed and delivered) delivered to Borrower the Pledgor, all such proxies proxies, powers of attorney, and other instruments as Borrower the Pledgor may reasonably request for the purpose of enabling Borrower the Pledgor to exercise the voting and/or consensual rights and other rights powers which it is entitled to exercise pursuant to subparagraph (i) above. (iii) The Pledgor shall be entitled to receive, subject to the provisions of the Loan Agreement and to receive Section 2 hereof, and retain any and all dividends paid on the Pledged Securities. Except for dividends or interest payments which it is authorized that the Pledgor shall be entitled to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Defaultpreceding sentence, the aforesaid rights shall immediately and automatically vest in Lender. (b) If Borrower shall receiveall noncash dividends, by virtue of Borrower’s being or having been an owner of any Equity Interest, (i) any Distributions stock or dividends paid or payable in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) or in securities or other property, or (ii) any Distributions or dividends otherwise in connection with a partial or total liquidation or dissolution or a reclassificationdissolution, increase or reduction instruments, securities, other distributions in property, return of capital, capital surplus or paid-in capitalsurplus or other distributions made on or in respect of Pledged Securities, whether paid or payable in cash or otherwise, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Borrower or from any bankruptcy or reorganization of the Borrower or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall receive be and become part of the same Collateral, and, if received by the Pledgor, shall not be commingled by the Pledgor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for Lender, segregate the benefit of the Secured Party and shall be forthwith delivered to the Secured Party in the same from its other assets and promptly deliver the same to Lender in the exact form received, as so received (with any necessary endorsement and/or appropriate endorsements). (b) Upon the occurrence of an Event of Default, if so specified by the Secured Party in a written notice to the Pledgor, all rights of the Pledgor to exercise the voting and consensual rights and powers which the Pledgor is entitled to exercise pursuant to Section 5(a)(i) shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, and the Pledgor shall execute and deliver to the Secured Party all such documents and instruments (including proxies) as the Secured Party shall reasonably request in order to effect the purposes of this Section 5(b). (c) Upon the occurrence of an Event of Default, all rights of the Pledgor to receive any dividends which the Pledgor is authorized to receive pursuant to clause (iii) of paragraph (a) of this Section 5 shall cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole and exclusive right and authority to receive and retain such dividends. All dividends which are received by the Pledgor contrary to the provisions of this paragraph (c) shall be received in trust for the benefit of the Secured Party shall be segregated from other property or funds of the Pledgor and shall be forthwith delivered to the Secured Party as 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 Secured Party pursuant to the provisions of this Section 5 shall be retained by the Secured Party in an account to be established by the Secured Party upon receipt of such money or other instruments property and shall be applied in accordance with the provisions of assignment or conveyance, to be held by Lender as Collateral pursuant to this AgreementSection 9 hereof.

Voting Rights; Etc. (a) So long as an no Event of Default Default, as defined in Section 9 below, shall not have occurred and be continuing: (a) The Pledgor shall have the right, Borrower shall be permitted (i) from time to receive time, and for any purpose not inconsistent with the Loan Agreement or this Agreement, to vote and all regular Distributions and dividends paid in cash and in the ordinary course of business of the Partnerships, the LLCs and the Corporations give consents with respect to the Equity Interests Pledged Shares and (ii) any additional capital stock, shares or other equity interests of each Company owned by it constituting part of the Pledged Collateral and to exercise all voting and other rights with respect consent to the Equity Interests as long as no vote shall be castor ratify any action taken at, or right exercised waive notice of, any meeting of stockholders or other action taken which would, directly or indirectly, materially impair the value any committee of any Collateral or which would be inconsistent Company with or result in a default under this Agreement or any of the other Loan Documents. Upon the receipt of a written request from Borrower, Lender shall execute same force and deliver (or cause to be executed and delivered) to Borrower all effect as if such proxies and other instruments as Borrower may reasonably request for the purpose of enabling Borrower to exercise the voting and other rights which it is entitled to exercise and to receive the dividends or interest payments which it is authorized to receive and retain pursuant to this Agreement. Upon the occurrence and during the continuance of an Event of Default, the aforesaid rights shall immediately and automatically vest in Lender.capital stock were not pledged hereunder; (b) If Borrower The Pledgee shall, from time to time upon the written request of the Pledgor, give any necessary waivers of notice, consents and powers of attorney or proxies necessary to enable the Pledgor to exercise any of the foregoing rights; (c) The Pledgor shall receivebe entitled to retain and use any and all cash distributions paid on Pledged Collateral which are permitted by and in a manner consistent with the provisions of the Loan Agreement; provided, by virtue however, that any and all other distributions made on or in respect of Borrower’s being or having been an owner the Pledged Collateral, whether resulting from a subdivision, combination, reorganization of any Equity InterestCompany, (i) a reclassification of outstanding shares of any Distributions Company or dividends payable received in cash (except such Distributions and dividends permitted to be retained by Borrower pursuant to sub-section (a) above) exchange for Pledged Collateral or in securities any part thereof or as a result of any merger, consolidation, acquisition or other propertysale or exchange of assets or on the liquidation, whether voluntary or involuntary, of any issuer of the Pledged Collateral, or (ii) otherwise, shall be and become part of the Pledged Collateral pledged hereunder and, if received by any Distributions Company or dividends in connection with a partial or total liquidation or dissolution or a reclassificationthe Pledgor, increase or reduction of capital, capital surplus or paid-in capital, Borrower shall receive forthwith be delivered to the same in trust for Lender, segregate the same from its other assets and promptly deliver the same to Lender in the exact form received, with any necessary endorsement and/or appropriate powers or other instruments of assignment or conveyance, Pledgee to be held by Lender as Collateral pursuant subject to the terms of this Agreement; and (d) The Pledgor shall be entitled to exercise any subscription or conversion privileges accruing to it as the owner of the Pledged Collateral to the extent permitted in the Loan Agreement, provided that any additional capital stock or other equity interests of any Company or any other issuer obtained or purchased on account of any such subscription or conversion privileges shall be delivered to and pledged with the Pledgee as part of the Pledged Collateral.