Common use of Dividends and Other Distributions Clause in Contracts

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.

Dividends and Other Distributions. Except as provided otherwise herein (A) Subject to the prior and superior rights of the holders of any class or series of shares of beneficial interest of the Trust ranking prior and superior to the Series D Preferred Shares with respect to dividends, the holders of Series D Preferred Shares, in preference to the Indenture, all holders of common shares of beneficial interest, incomepar value $0.01 per share, dividendsof the Trust (the “Common Shares”), distributions and any other amounts class or series of shares of beneficial interest of the Trust ranking junior to the Series D Preferred Shares, shall be entitled to receive, when, as and if authorized by the Board and declared by the Trust out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in respect each year (each such date being a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of the Equity Interests which have become Collateral shall be paid a Series D Preferred Share or fraction of a Series D Preferred Share, in an amount per share (rounded to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (inearest cent) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor andequal to, subject to the Intercreditor Agreement provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and Section 8.16 hereof1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), in each case declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series D Preferred Shares or fraction of a Series D Preferred Share. In the event that the Trust shall at any time after December 27, 2021 (the “Rights Declaration Date”) declare or pay any dividend on the Common Shares payable in Common Shares or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which the holders of Series D Preferred Shares were entitled immediately prior to such event under the preceding sentence shall be forthwith delivered adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing accountevent.

Dividends and Other Distributions. Except as provided Unless the Compensation Committee of the Board of Directors (the “Committee”) determines otherwise herein in its sole discretion (including, without limitation, at any time after the grant of the Performance Stock Award), any dividends or distributions (including, without limitation, any cash dividends, stock dividends or dividends in kind, the Indentureproceeds of any stock split or the proceeds resulting from any changes or exchanges described in Section 6 of this Agreement, all interestof which are referred to herein collectively as the “Dividend Proceeds”) that are paid or payable with respect to shares of Common Stock subject to the unvested portion of a Performance Stock Award will be subject to the same rights and restrictions under this Agreement as the shares to which such dividends or distributions relate. The Committee may, incomein its sole discretion, dividendsdistribute such Dividend Proceeds to the Grantee or it may retain and hold such Dividend Proceeds subject to the Restrictions and the other terms and conditions of this Agreement. In the event the Committee determines not to pay such Dividend Proceeds currently, distributions the Committee will determine in its sole discretion whether any interest will be paid on such Dividend Proceeds. In addition, the Committee in its sole discretion may require such Dividend Proceeds to be reinvested (and other amounts payable in cash such case the Committee may require the Participant’s consent to such reinvestment) in respect shares of Common Stock that will be subject to the Equity Interests same restrictions as the shares to which have become Collateral shall such Dividend Proceeds relate. In addition, the Committee may, in its sole discretion, cause such Dividend Proceeds to be paid to the Collateral Agent and retained by it Company pursuant to Section 5 of this Agreement in a nonorder to satisfy any federal, state or local withholding or other employment-interest bearing account as part related tax requirements attributable to such dividends or distributions or to the Grantee’s receipt of the Collateral (except to Award or the extent applied upon receipt to the repayment lapse or termination of the Secured Obligations). The Collateral Agent shall also be entitled at all times Restrictions applicable to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions Award Shares or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing accountAdjusted Award Shares.

Dividends and Other Distributions. Except So long as no Event of Default --------------------------------- shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall Investments may be paid to and retained by the Pledgor; provided, however, that all such -------- ------- interest, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Investments included in the Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests membership interests, warrants, options or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Investments included in the Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests membership interests, warrants, options or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Investments included in the Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by the Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Full Cash Dominion Period shall be in effect, and except as provided otherwise herein or in the IndentureCredit Agreement, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to and retained by the Collateral Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of a Full Cash Dominion Period, be paid to the Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of a Full Cash Dominion Period) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all interest, income, All cash dividends, distributions cash distributions, cash Proceeds and other cash amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid received (a) by the Pledgor, if no Event of Default shall have occurred and be continuing and (b) by the Pledgee, if any Event of Default shall have occurred and be continuing (all of which amounts so received by the Pledgee to be delivered by the Pledgee to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment for application toward prepayment of the Secured Obligations). The Collateral Agent Pledgee shall also be entitled at all times to receive directly, and to retain as part of the Collateral, : (i) all interest, income, dividends, distributions other or other amounts paid or payable in cash additional capital stock or other property (including, but not limited to, cash dividends other than as set forth above) paid or distributed by way of dividend or otherwise in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, Collateral; (ii) all other or additional Equity Interests capital stock or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with any noncash dividend, distribution, return by way of capitalsplit, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and ; (iii) without affecting any restrictions against such actions contained in the Indenture, all iii)all other or additional Equity Interests capital stock or other securities or property (including including, but not limited to, cash) which may be paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with by reason of any consolidation, merger, exchange exchange, conveyance of securitiesassets, liquidation or other similar reorganization; and (iv) without limiting the generality of the foregoing, all shares of Newco Stock distributed in respect of the Collateral. Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee's right to have pledged to it proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All interest, income, dividends, distributions or other amounts that payments which are received by the Pledgor in violation of contrary to the provisions of this Section 6 and Section 7 hereof shall be received in trust for the benefit of the Collateral AgentPledgee, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered paid over to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgorendorsement). Any such cash shall be retained in a non-interest bearing account7.

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral 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 in received by the case of cash, by wire transfer Administrative Agent pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section shall be retained by the Administrative Agent in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.2. The Administrative Agent shall, within five (5) Business Days after all Events of Default have been cured or waived, repay to each applicable Pledgor all cash interest, income, dividends, distributions and other amounts that such Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section and that remain in such Collateral Account.

Dividends and Other Distributions. Except So long as no Event of Default --------------------------------- shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgor; provided, however, that -------- ------- all such interest, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer Borrower to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests membership interests, warrants, options or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests membership interests, warrants, options or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by the Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all All interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, upon the written election of the Collateral shall Agent after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default), to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iiiii) without affecting any restrictions against such actions contained in the IndentureNote Purchase Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section 5.3 shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) ). Any and all property paid over to or in received by the case of cash, by wire transfer Collateral Agent pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section 5.3 shall be retained by the Collateral Agent in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such property and shall be applied in accordance with the provisions of Section 6.2. The Collateral Agent shall, within [***] after all Events of Default have been cured or waived, repay to each applicable Pledgor all cash interest, income, dividends, distributions and other amounts that such Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section 5.3 and that remain in such Collateral Account.

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement Agreements and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.

Dividends and Other Distributions. Except So long as provided otherwise herein no Event of Default shall have occurred and be continuing (or would occur as a result thereof) and subject in all cases to the Indentureterms and conditions of the Loan Documents, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall pledged hereunder may be paid to, retained by or used by the Grantors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default be paid to the Collateral Agent Secured Party (or its bailee or agent) and retained by it in a non-interest bearing account (or its bailee or agent) as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent Secured Party (or its bailee or agent) shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral pledged hereunder in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral pledged hereunder in connection with any noncash non-cash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureLoan Documents, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral pledged hereunder in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor any Grantor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement such Grantor and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Secured Party (or its bailee or agent) as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Pledged Equity Interests which have become may be paid to and retained by the Pledgors in a manner consistent with the Credit Agreement; provided, however, that all such interest, income, dividends, distributions and other amounts with respect to Pledged Equity constituting Collateral shall shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured ObligationsObligations in accordance with the terms of the Credit Agreement). The Collateral During the existence of any Event of Default, the Administrative Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Pledged Equity Interests which have become that constitutes Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Pledged Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Pledged Equity Interests which have become that constitutes Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Pledged Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Pledged Equity Interests which have become that constitutes Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.CHAR1\1838878v4

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Pledged Equity Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Pledged Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) subject to the exception set forth in Section 2.1(vi) hereof, all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Pledged Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement and subject to the exception set forth in Section 2.1(vi) hereof, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Pledged Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as provided otherwise herein or in the Indenture, no Default shall have occurred and is continuing: The Grantor shall be entitled to receive and retain any and all interest, income, dividends, cash distributions and other amounts payable in cash interest paid in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to such distributions are not prohibited by the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at Credit Agreement, provided, however, that any and all times to receive directlydistributions, dividends and interest paid or payable other than in cash with respect to, and to retain as part instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Collateral, (i) all interest, income, dividends, ; dividends and other distributions or other amounts paid or payable in cash with respect to any of the Collateral on account of a partial or other property in respect of any Equity Interests which have become Collateral total liquidation or dissolution or in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return a reduction of capital, (ii) all additional Equity Interests capital surplus or other securities or property (other than cash) paid or paid-in surplus; and cash paid, payable or otherwise distributed with respect to principal of, or distributable in respect redemption of, or in exchange for, any of any Equity Interests which have become the Collateral; shall be Collateral, and shall be forthwith delivered to the Administrative Agent to hold, for the benefit of the Administrative Agent and the Holders of Secured Obligations, as Collateral and shall, if received by the Grantor, be received in trust for the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Grantor, and be delivered immediately to the Administrative Agent as Collateral in connection the same form as so received (with any noncash dividend, distribution, return necessary endorsement); and After the occurrence and during the continuance of capital, spin-off, stock split, split-up, reclassification, combination a Default: All rights of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, Grantor to receive the dividends, distributions or other amounts that and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and interest payments; All dividends, distributions and interest payments which are received by Pledgor in violation of the Grantor contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Administrative Agent, for the benefit of the Collateral AgentAdministrative Agent and the Holders of Secured Obligations, shall be segregated from other property or funds of Pledgor and, subject such Grantor and shall be paid over immediately to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.);

Dividends and Other Distributions. Except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become may be paid to and retained by the Pledgors in a manner consistent with the Credit Agreement; provided, however, that all such interest, income, dividends, distributions and other amounts with respect to Pledged Interests constituting Collateral shall shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured ObligationsObligations in accordance with the terms of the Credit Agreement). The Collateral During the existence of any Event of Default, the Administrative Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor). Any such cash shall be retained in a non-interest bearing account.and all

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall Pledged Investments may be paid to and retained by the Pledgor; provided, however, that all such interest, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directlyreceive, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral Pledged Investments in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of any Subsidiary of the applicable issuer Pledgor to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) and all additional Equity Interests stock, warrants, options or other securities or property (other than including cash, unless applied upon receipt to the repayment of the Obligations) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral Pledged Investments in connection with any noncash dividend, distribution, return of capitalstock split, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and or (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Interests or other securities or property (including cashCredit Agreement) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securitiesstock, liquidation or other reorganization; provided, however, that the payment of dividends, distributions or other amounts, to the extent expressly provided for in the Credit Agreement and made in such manner, shall not be limited hereby. All interest, income, dividends, distributions or other amounts that are received by the Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall immediately, following the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account the Collateral Agent as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times times, following the occurrence and during the continuance of an Event of Default, to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the IndentureCredit Agreement, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to and retained by the Collateral Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except as Unless and until there shall have occurred and be continuing an Event of Default and following written notice from the Pledgee (provided otherwise herein or in that no such notice shall be required if any Event of Default under Section 11.05 of the IndentureCredit Agreement has occurred and is continuing), all interest, income, cash dividends, distributions cash distributions, cash Proceeds and other cash amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations)respective Pledgor. The Collateral Agent Pledgor shall also be entitled at all times to receive directly, and subject to retain as part the other terms of the Collateral, this Agreement: (i) all interestother or additional stock, incomenotes, dividendscertificates, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolutionlimited liability company interests, liquidationpartnership interests, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests instruments or other securities or property (including, but not limited to, cash dividends other than cashas set forth above) paid or payable distributed by way of dividend or distributed or distributable otherwise in respect of any Equity Interests which have become the Collateral; (ii) all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash subject to the first sentence of this Section 6) paid or distributed in respect of the Collateral in connection with any noncash dividend, distribution, return by way of capitalstock-split, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, ; and (iii) without affecting any restrictions against such actions contained in the Indentureall other or additional stock, all additional Equity Interests notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including including, but not limited to, cash) which may be paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with by reason of any consolidation, merger, exchange of securitiesstock, conveyance of assets, liquidation or similar corporate or other reorganization. All interest, income, cash dividends, cash distributions or other amounts that cash payments which are received by any Pledgor in violation of contrary to the provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Collateral AgentPledgee, shall be segregated from other property or funds of such Pledgor and, subject and shall be promptly paid over to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgorendorsement). Any such cash shall be retained in a non-interest bearing account7.

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.other

Dividends and Other Distributions. Except So long as provided otherwise herein or in the Indenture, no Default shall have occurred and is continuing: Each Pledgor shall be entitled to receive and retain any and all interest, income, dividends, cash distributions and other amounts payable in cash interest paid in respect of the Equity Interests which have become Pledged Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to such distributions are not prohibited by the repayment Credit Agreement, provided, however, that any and all distributions, dividends and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, Pledged Collateral; dividends and to retain as part of the Collateral, (i) all interest, income, dividends, other distributions or other amounts paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or other property in respect of any Equity Interests which have become Collateral total liquidation or dissolution or in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return a reduction of capital, (ii) all additional Equity Interests capital surplus or other securities or property (other than cash) paid or paid-in surplus; and cash paid, payable or otherwise distributed with respect to principal of, or distributable in respect redemption of, or in exchange for, any of the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Administrative Agent to hold, for the benefit of the Administrative Agent and the Holders of Secured Obligations, as Pledged Collateral and shall, if received by any Equity Interests which have become Pledgor, be received in trust for the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, be segregated from the other property or funds of such Pledgor, and be delivered immediately to the Administrative Agent as Pledged Collateral in connection the same form as so received (with any noncash dividend, distribution, return necessary endorsement); and The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other instruments as such Pledgor may reasonably request for the purpose of capital, spin-off, stock split, split-up, reclassification, combination enabling such Pledgor to receive the dividends or interest payments which it is authorized to receive and retain pursuant to clause (i) above. After the occurrence and during the continuance of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in a Default: All rights of each Pledgor to receive the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; All dividends, distributions and interest payments which are received by any Pledgor in violation of contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Administrative Agent, for the benefit of the Collateral AgentAdministrative Agent and the Holders of Secured Obligations, shall be segregated from other property or funds of such Pledgor and, subject and shall be paid over immediately to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsements) ); Each Pledgor shall, upon the request of the Administrative Agent, at such Pledgor's expense, do or in cause to be done all such other acts and things as may be necessary to make such sale of the case of cash, by wire transfer Pledged Collateral or any part thereof valid and binding pursuant to payment instructions provided any exemption from the registration requirements of securities law, and otherwise in compliance with applicable law. Each Pledgor will reimburse the Administrative Agent and/or the Holders of Secured Obligations for all expenses incurred by Collateral the Administrative Agent to Pledgor. Any such cash shall be retained and/or the Holders of Secured Obligations, including, without limitation, reasonable attorneys' and accountants' fees and expenses in a non-interest bearing accountconnection with the foregoing.

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgor; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by the Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as provided otherwise herein no Event of Default shall have occurred and be continuing (or in the Indenturewould occur as a result thereof), all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall pledged hereunder may be paid to, retained by or used by the Grantors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default be paid to the Collateral Agent Secured Party (or its bailee or agent) and retained by it in a non-interest bearing account (or its bailee or agent) as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent Secured Party (or its bailee or agent) shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral pledged hereunder in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral pledged hereunder in connection with any noncash non-cash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureLoan Documents, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral pledged hereunder in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor any Grantor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement such Grantor and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Secured Party (or its bailee or agent) as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall Investments may be paid to and retained by the Pledgors; provided, however, that all such interest, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Investments included in the Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests membership interests, warrants, options or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Investments included in the Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests membership interests, warrants, options or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Investments included in the Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default shall --------------------------------- have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, income, -------- ------- dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured ObligationsObligations then due and payable). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capitalcapital that is not permitted under the Credit Agreement, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement or any Operative Agreement , all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganizationreorganization except those paid, payable, distributed or distributable pursuant to any such transaction permitted by the Credit Agreement. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section 5.3 shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in for application to reduce the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing accountSecured Obligation then due and payable.

Dividends and Other Distributions. Except So long as provided otherwise herein or in the Indentureno Event of Default shall have occurred and be continuing, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by Pledgor; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the Collateral Agent occurrence and during the continuance of an Event of Default, be paid to Secured Party and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent Secured Party shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of Secured Party) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral AgentSecured Party, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Secured Party as Collateral in the same form as so received (with any necessary endorsements). For purposes of the foregoing provisions of this Section and to the extent applicable thereto, the Borrower hereby waives the requirement of Sections 9-207(c)(l) and (c)(2) of the Uniform Commercial Code that Secured Party apply any money or in funds received from the case Collateral to reduce the amount of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing accountthe Secured Obligations.

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all All interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, upon the written election of the Collateral shall Agent after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default), to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iiiii) without affecting any restrictions against such actions contained in the IndentureNote Purchase Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) ). Any and all property paid over to or in received by the case of cash, by wire transfer Collateral Agent pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section shall be retained by the Collateral Agent in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such property and shall be applied in accordance with the provisions of Section 6.2. The Collateral Agent shall, within five Business Days after all Events of Default have been cured or waived, repay to each applicable Pledgor all cash interest, income, dividends, distributions and other amounts that such Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section and that remain in such Collateral Account.

Dividends and Other Distributions. Except as provided otherwise herein or in the IndentureCredit Agreement, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default --------------------------------- shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall Pledged Stock may be paid to and retained by the Pledgors; provided, however, that all such -------- ------- interest, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral Pledged Investments in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer any Subsidiary to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests Capital Stock, warrants, options or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral Pledged Stock in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests Capital Stock, warrants, options or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral Pledged Stock in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement Pledgors and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default --------------------------------- shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, dividends, distributions and other -------- ------- amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Administrative Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer Borrower to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests membership interests, warrants, options or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests membership interests, warrants, options or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by either Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreement Pledgors and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall may be paid to and retained by the Pledgors; PROVIDED, HOWEVER, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent Lender and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent Lender shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral AgentLender, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Lender as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account).

Dividends and Other Distributions. Except So long as provided otherwise herein or in the Indenture, no Default shall have occurred and is continuing: The Pledgor shall be entitled to receive and retain any and all interest, income, dividends, cash distributions and other amounts payable in cash interest paid in respect of the Equity Interests which have become Pledged Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to such distributions are not prohibited by the repayment Credit Agreement, provided, however, that any and all distributions, dividends and interest paid or payable other than in cash with respect to, and instruments and other property received, receivable or otherwise distributed with respect to, or in exchange for, any of the Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, Pledged Collateral; dividends and to retain as part of the Collateral, (i) all interest, income, dividends, other distributions or other amounts paid or payable in cash with respect to any of the Pledged Collateral on account of a partial or other property in respect of any Equity Interests which have become Collateral total liquidation or dissolution or in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return a reduction of capital, (ii) all additional Equity Interests capital surplus or other securities or property (other than cash) paid or paid-in surplus; and cash paid, payable or otherwise distributed with respect to principal of, or distributable in respect redemption of, or in exchange for, any of any Equity Interests which have become the Pledged Collateral; shall be Pledged Collateral, and shall be forthwith delivered to the Administrative Agent to hold, for the benefit of the Administrative Agent and the Holders of Secured Obligations, as Pledged Collateral and shall, if received by the Pledgor, be received in trust for the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, be segregated from the other property or funds of the Pledgor, and be delivered immediately to the Administrative Agent as Pledged Collateral in connection the same form as so received (with any noncash dividend, distribution, return necessary endorsement); and The Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of capital, spin-off, stock split, split-up, reclassification, combination enabling the Pledgor to receive the dividends or interest payments which it is authorized to receive and retain pursuant to clause (i) above. After the occurrence and during the continuance of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in a Default: All rights of the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, Pledgor to receive the dividends, distributions or other amounts that and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 7(a)(i) hereof shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, which shall thereupon have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; All dividends, distributions and interest payments which are received by the Pledgor in violation of contrary to the provisions of clause (i) of this Section 7(b) shall be received in trust for the Administrative Agent, for the benefit of the Collateral AgentAdministrative Agent and the Holders of Secured Obligations, shall be segregated from other property or funds of the Pledgor and, subject and shall be paid over immediately to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsements) ); The Pledgor shall, upon the request of the Administrative Agent, at the Pledgor's expense, do or in cause to be done all such other acts and things as may be necessary to make such sale of the case of cash, by wire transfer Pledged Collateral or any part thereof valid and binding pursuant to payment instructions provided any exemption from the registration requirements of any applicable securities law, and otherwise in compliance with applicable law. The Pledgor will reimburse the Administrative Agent and/or the Holders of Secured Obligations for all expenses incurred by Collateral the Administrative Agent to Pledgor. Any such cash shall be retained and/or the Holders of Secured Obligations, including, without limitation, reasonable attorneys' and accountants' fees and expenses in a non-interest bearing accountconnection with the foregoing.

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgors; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (subject to the terms of the Intercreditor Agreement and except to the extent applied upon receipt to the repayment of the Secured Obligations). The Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Collateral Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureInvestment Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements) ), all subject to the terms of the Intercreditor Agreement. Any and all money and other property paid over to or in received by the case of cash, by wire transfer Collateral Agent pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section shall be retained by the Collateral Agent in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 9. The Collateral Agent shall, within five Business Days after all Events of Default have been cured or waived, repay to each applicable Pledgor all cash interest, income, dividends, distributions and other amounts that such Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section and that remain in such Collateral Account.

Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all interest, income, All cash dividends, distributions cash distributions, cash Proceeds and other cash amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it (other than proceeds of any foreclosure in a non-interest bearing account as part respect of the Collateral pursuant to Section 7 hereof, which proceeds shall be distributed and applied as provided in Section 9 hereof) shall be received (except a) by the Pledgor, if no Event of Default shall have occurred and be continuing and (b) by the Pledgee, if any Event of Default shall have occurred and be continuing (all of which amounts so received by the Pledgee to be delivered by the Pledgee to the extent applied upon receipt to the repayment Administrative Agent for application toward prepayment of the Secured Obligations). The Collateral Agent Pledgee shall also be entitled at all times to receive directly, and to retain as part of the Collateral, : (i) all interest, income, dividends, distributions other or other amounts paid or payable in cash additional capital stock or other property (including, but not limited to, cash dividends other than as set forth above) paid or distributed by way of dividend or otherwise in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, Collateral; (ii) all other or additional Equity Interests capital stock or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with any noncash dividend, distribution, return by way of capitalsplit, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and ; (iii) without affecting any restrictions against such actions contained in the Indenture, all iii)all other or additional Equity Interests capital stock or other securities or property (including including, but not limited to, cash) which may be paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with by reason of any consolidation, merger, exchange exchange, conveyance of securitiesassets, liquidation or other similar reorganization; and (iv) without limiting the generality of the foregoing, all shares of Newco Stock distributed in respect of the Collateral. Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee's right to have pledged to it proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All interest, income, dividends, distributions or other amounts that payments which are received by the Pledgor in violation of contrary to the provisions of this Section 6 and Section 7 hereof shall be received in trust for the benefit of the Collateral AgentPledgee, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered paid over to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgorendorsement). Any such cash shall be retained in a non-interest bearing account7.

Dividends and Other Distributions. Except So long as no Event of Default shall have occurred and be continuing (or would occur as a result thereof), and except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become Collateral shall may be paid to and retained by the Pledgor; provided, however, that all such interest, income, dividends, distributions and other amounts shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Agent Lender and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent Lender shall also be entitled at all times (whether or not during the continuance of an Event of Default) to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Lender) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by the Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral AgentLender, shall be segregated from other property or funds of the Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral Agent Lender as Collateral in the same form as so received (with any necessary endorsements) ). Any and all money and other property paid over to or in received by the case of cash, by wire transfer Lender pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section shall be retained by the Lender in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 9. The Lender shall, within five Business Days after all Events of Default have been cured or waived, repay to the Pledgor all cash interest, income, dividends, distributions and other amounts that the Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section and that remain in such Collateral Account.

Dividends and Other Distributions. Except as provided Unless and until there shall have occurred and be continuing either (x) an Event of Default under Section 11.05 of the Credit Agreement or (y) any other Event of Default and the Pledgee has otherwise herein notified Holdings or in the IndentureBorrower, all interest, income, cash dividends, distributions cash distributions, cash Proceeds and other cash amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations)respective Pledgor. The Collateral Agent Pledgee shall also be entitled at all times to receive directly, and to retain as part of the Collateral: • all other or additional stock, (i) all interestnotes, incomecertificates, dividendslimited liability company interests, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolutionpartnership interests, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests instruments or other securities or property (including, but not limited to, cash dividends other than cashas set forth above) paid or payable distributed by way of dividend or distributed or distributable otherwise in respect of any Equity Interests which have become the Collateral; • all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor so long as no Event of Default then exists)) paid or distributed in respect of the Collateral in connection with any noncash dividend, distribution, return by way of capitalstock-split, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement; and • all other or additional stock, and (iii) without affecting any restrictions against such actions contained in the Indenturenotes, all additional Equity Interests certificates, limited liability company interests, partnership interests, instruments or other securities or property (including cashincluding, but not limited to, cash but only if an Event of Default then exists) which may be paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with by reason of any consolidation, merger, exchange of securitiesstock, conveyance of assets, liquidation or similar corporate or other reorganization. Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All interest, income, dividends, distributions or other amounts that payments which are received by any Pledgor in violation of contrary to the provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Collateral AgentPledgee, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered paid over to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsementsendorsement). • REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: • to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the respective Pledgor; • to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; • to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); • to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); • at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the respective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and • to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations. • REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of cashany of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in each case, acting upon the instructions of the Required Secured Creditors, and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by wire transfer the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement and the Security Agreement. • APPLICATION OF PROCEEDS. • All monies collected by the Pledgee upon any sale or other disposition of the Collateral pursuant to payment instructions provided the terms of this Agreement, together with all other monies received by Collateral Agent to Pledgor. Any such cash the Pledgee hereunder, shall be retained applied in a non-interest bearing accountthe manner provided in the Security Agreement. • It is understood and agreed that each Pledgor shall remain jointly and severally liable with respect to its Obligations to the extent of any deficiency between the amount of the proceeds of the Collateral pledged by it hereunder and the aggregate amount of such Obligations.

Dividends and Other Distributions. Except as provided otherwise herein or in the IndentureUnless and until there shall have occurred and be continuing an Event of Default, all interest, income, cash dividends, distributions cash distributions, cash Proceeds and other cash amounts payable in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured Obligations)respective Pledgor. The Collateral Agent Pledgee shall also be entitled at all times to receive directly, and to retain as part of the Collateral: all other or additional stock, (i) all interestnotes, incomecertificates, dividendslimited liability company interests, distributions or other amounts paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the dissolutionpartnership interests, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests instruments or other securities or property (including, but not limited to, cash dividends other than cashas set forth above) paid or payable distributed by way of dividend or distributed or distributable otherwise in respect of any Equity Interests which have become the Collateral; all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor so long as no Event of Default then exists)) paid or distributed in respect of the Collateral in connection with any noncash dividend, distribution, return by way of capitalstock-split, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement; and all other or additional stock, and (iii) without affecting any restrictions against such actions contained in the Indenturenotes, all additional Equity Interests certificates, limited liability company interests, partnership interests, instruments or other securities or property (including including, but not limited to, cash) which may be paid or payable or distributed or distributable in respect of any Equity Interests which have become the Collateral in connection with by reason of any consolidation, merger, exchange of securitiesstock, conveyance of assets, liquidation or similar corporate or other reorganization. Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All interest, income, dividends, distributions or other amounts that payments which are received by any Pledgor in violation of contrary to the provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Collateral AgentPledgee, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered paid over to the Collateral Agent Pledgee as Collateral in the same form as so received (with any necessary endorsements) or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing accountendorsement).

Dividends and Other Distributions. Except as provided otherwise herein or in the Indentureherein, all interest, income, dividends, distributions and other amounts payable in cash in respect of the Equity Pledged Interests which have become may be paid to and retained by the Pledgors in a manner consistent with the Credit Agreement; provided, however, that all such interest, income, dividends, distributions and other amounts with respect to Pledged Interests constituting Collateral shall shall, at all times after the occurrence and during the continuance of an Event of Default, be paid to the Collateral Administrative Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the Secured ObligationsObligations in accordance with the terms of the Credit Agreement). The Collateral During the existence of any Event of Default, the Administrative Agent shall also be entitled at all times to receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with the dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing (in the reasonable judgment of the Administrative Agent) an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Pledged Interests or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the IndentureCredit Agreement, all additional Equity Pledged Interests or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Equity Pledged Interests which have become that constitute Collateral in connection with any consolidation, merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by any Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Administrative Agent, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement and Section 8.16 hereof, shall be forthwith delivered to the Collateral 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 in received by the case of cash, by wire transfer Administrative Agent pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash the provisions of this Section shall be retained by the Administrative Agent in a non-interest bearing accountCollateral Account (as hereinafter defined) upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.2. The Administrative Agent shall, within five Business Days after all Events of Default have been cured or waived, repay to each applicable Pledgor all cash interest, income, dividends, distributions and other amounts that such Pledgor would otherwise be permitted to retain pursuant to the provisions of this Section and that remain in such Collateral Account.