Common use of Special Provisions Relating to Stock Collateral Clause in Contracts

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement (as determined by the Bank in its reasonable judgment); and the Bank shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to this Section 5.04(b). (c) All shares, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this Agreement. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank and retained by it in the Custodial Trust Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank shall so request in writing, the Company agrees to execute and deliver to the Bank appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.

Special Provisions Relating to Stock Collateral. (a) The Except as permitted under the Credit Agreement and indicated on Annex 1, the Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto 100% of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or thereinLoan Document, provided that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with Security Agreement 5 134 the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)Loan Document; and the Bank Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 5.04(b). (c) All sharesUnless and until an Event of Default has occurred and is continuing, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, Company shall be paid entitled to receive and retain any dividends on the Stock Collateral other than shares or securities to be transferred directly or delivered to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this AgreementAgent in accordance with Section 5.01(a) hereof. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Agent and retained by it in the Custodial Trust Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Agent shall so request in writing, the Company agrees to execute and deliver to the Bank Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Agent to the Company.

Special Provisions Relating to Stock Collateral. (a) The Company Securing Parties will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto 100% of the total number of shares of each class of capital stock of each Issuer Subsidiary of the Borrowers then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees Securing Parties jointly and severally agree that it -------- they will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)agreement; and the Bank Administrative Agent shall execute and deliver to the Company Securing Parties or cause to be executed and delivered to the Company Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Securing Parties may reasonably request for the purpose of enabling the Company Securing Parties to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 5.04(b). (c) All sharesUnless and until an Event of Default has occurred and is continuing, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, Securing Parties shall be entitled to receive and retain any dividends on the Stock Collateral paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part in cash out of the Collateral subject to this Agreementearned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Administrative Agent and retained by it in the Custodial Trust Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Administrative Agent shall so request in writing, the Company each Securing Party agrees to execute and deliver to the Bank Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such -------- Event of Default is cured, any such dividend or distribution theretofore paid to the Bank Administrative Agent shall, upon request of the Company Securing Parties (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Administrative Agent to the CompanySecuring Parties.

Special Provisions Relating to Stock Collateral. (a) The Company Securing Parties will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto 100% of the total number of shares of each class of capital stock or other ownership interests of each Issuer Subsidiary of the Borrower then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes Agreement or any other instrument or agreement referred to herein or therein, provided that the Company agrees Securing Parties jointly and severally agree that it they will -------- not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes Agreement or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)agreement; and the Bank Administrative Agent shall execute and deliver to the Company Securing Parties or cause to be executed and delivered to the Company Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Securing Parties may reasonably request for the purpose of enabling the Company Securing Parties to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 5.04(b). (c) All sharesUnless and until an Event of Default has occurred and is continuing, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, Securing Parties shall be entitled to receive and retain any dividends on the Stock Collateral paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part in cash out of the Collateral subject to this Agreementearned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank Administrative Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Administrative Agent and retained by it in the Custodial Trust Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Administrative Agent shall so request in writing, the Company each Securing Party agrees to execute and deliver to the Bank Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such -------- Event of Default is cured, any such dividend or distribution theretofore paid to the Bank Administrative Agent shall, upon request of the Company Securing Parties (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Administrative Agent to the CompanySecuring Parties.

Special Provisions Relating to Stock Collateral. (a1) The Company Borrower will hereafter cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions as calculated pursuant to Section 4.3(g)(ii) of the Credit Agreement. (b2) So long as no Event of Default shall have occurred and be continuing, the Company Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Revolving Credit Agreement, the Notes Agreement or any other instrument or agreement referred to herein or thereinherein, provided that the Company Borrower agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Revolving Credit Agreement, the Notes Agreement or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)agreement; and the Bank Administrative Agent shall execute and deliver to the Company Borrower or cause to be executed and delivered to the Company Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Borrower may reasonably request for the purpose of enabling the Company Borrower to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 5.04(b4.04(2). (c3) All sharesSubject to paragraph 4 below, securitiesthe Borrower shall be entitled to receive and retain and use, moneys or free and clear of the Lien of this Pledge Agreement, any dividends and distributions on the Stock Collateral; provided, however, that any and all dividends and other distributions in equity securities included in the Collateral shall be, and shall be forthwith delivered to the Administrative Agent to hold as, Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Administrative Agent, be segregated from the other property representing stock which are payable or funds of the Borrower and be forthwith delivered to the Administrative Agent as Collateral in connection the same form as so received (with dividends any necessary indorsement). (4) Upon written notice to the Borrower by the Administrative Agent following the occurrence and during the continuation of an Event of Default (or liquidating dividends (including upon the occurrence and during the continuation of an Event of Default under Section 10.5 of the Revolving Credit Agreement, without limitation in connection with the liquidation of any Issuer on requirement that written or after such liquidation) and (ii) all additional Collateral described in clauses (aany other notice be given), (b), (ci) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this Agreement. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Administrative Agent and retained by it in the Custodial Trust Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Administrative Agent shall so request in writing, the Company Borrower agrees to execute and deliver to the Bank Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank Administrative Agent shall, upon request of the Company Borrower (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Administrative Agent to the CompanyBorrower and (ii) all rights of the Borrower to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.04(2) herein shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights during the continuation of such Event of Default.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company NV Holdings shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Note Purchase Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided PROVIDED that the Company NV Holdings agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes any Note Document or any such other related instrument or agreement (as determined by the Bank in its reasonable judgment)agreement; and the Bank Collateral Agent shall execute and deliver to the Company NV Holdings or cause to be executed and delivered to the Company NV Holdings all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company NV Holdings may reasonably request for the purpose of enabling the Company NV Holdings to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 5.04(b4.04(a). (c) All shares, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this Agreement. (d) If any Account Notice Event of Default shall have occurred, then so long as such Account Notice Event of Default shall continue, and whether or not the Bank Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Note Purchase Agreement, the Notes or any other agreement relating to such Secured Obligation, to the extent not already delivered pursuant to Section 4.01, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Collateral Agent and retained deposited by it in into the Custodial Trust Securities Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Collateral Agent shall so request in writing, the Company NV Holdings agrees to execute and deliver to the Bank Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.

Special Provisions Relating to Stock Collateral. (a) The Company Except as permitted under the Credit Agreement and indicated on Annex 1, each Guarantor will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto 100% of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company each Guarantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or thereinLoan Document, provided that the Company such Guarantor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)Loan Document; and the Bank Agent shall execute and deliver to the Company such Guarantor or cause to be executed and delivered to the Company such Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company such Guarantor may reasonably request for the purpose of enabling the Company such Guarantor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 5.04(b6.04(b). (c) All sharesUnless and until an Event of Default has occurred and is continuing, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, each Guarantor shall be paid entitled to receive and retain any dividends on the Stock Collateral other than Subsidiary Guarantee and Security Agreement - 11 152 shares or securities to be transferred directly or delivered to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this AgreementAgent in accordance with Section 6.01(a) hereof. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank Agent or any Lender exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Agent and retained by it in the Custodial Trust Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Agent shall so request in writing, the Company each Guarantor agrees to execute and deliver to the Bank Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank Agent shall, upon request of the Company such Guarantor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Agent to the Companysuch Guarantor.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Note Purchase Agreement, the Notes or any other related instrument or agreement referred to herein or therein, provided PROVIDED that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes any Note Document or any such other instrument or agreement (as determined by the Bank in its reasonable judgment)agreement; and the Bank Collateral Agent shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 5.04(b5.04(a). (c) All shares, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this Agreement. (d) If any Account Notice Event of Default shall have occurred, then so long as such Account Notice Event of Default shall continue, and whether or not the Bank Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Note Purchase Agreement, the Notes or any other agreement relating to such Secured Obligation, to the extent not already delivered pursuant to Section 5.01, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Collateral Agent and retained deposited by it in into the Custodial Trust Account as part of the Stock CollateralSecurities Account, subject to the terms of this Agreement, and, if the Bank Collateral Agent shall so request in writing, the Company agrees to execute and deliver to the Bank Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding, but in no event shall such percentage exceed 65% with respect to any class of capital stock of a Foreign Subsidiary; provided, however, the ATSC Shares may constitute a decreasing percentage of the capital stock of the related Issuer in accordance with the terms and conditions of the Credit Agreement. (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms SECURITY AGREEMENT of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any such other instrument or agreement (as determined by the Bank in its reasonable judgment); and the Bank shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to this Section 5.04(b). (c) All shares, securities, moneys or other property representing stock which are payable in connection with dividends or liquidating dividends (including without limitation in connection with the liquidation of any Issuer on or after such liquidation) and (ii) all additional Collateral described in clauses (a), (b), (c) and (d) of Section 3 hereof constituting a distribution or return of capital upon or in respect of any Pledged Stock, or resulting from a conversion, split-up, revision, reclassification or other like change of any Pledged Stock or received in exchange therefor as a result of a merger, consolidation or otherwise, shall be paid or transferred directly to the Bank (or its agent or nominee, as the case may be), as part of the Collateral subject to this Agreement. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank and retained by it in the Custodial Trust Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank shall so request in writing, the Company agrees to execute and deliver to the Bank appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.