Common use of Stock Collateral Clause in Contracts

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase Agreement, the Notes any other Transaction Document 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 Purchase Agreement, the Notes any other Transaction Document or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the Agent Purchaser 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 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Purchaser exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Purchaser and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Purchaser shall so request in writing, the Company agrees to execute and deliver to the Agent Purchaser 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 Agent Purchaser shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent Purchaser to the Company.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase Agreement, the Notes any other Transaction Document 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 Purchase Agreement, the Notes any other Transaction Document or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company. (5) Notwithstanding the foregoing, if any Issuer is organized under the laws of a jurisdiction outside the United States and if the Company would be subject to a material incremental income tax liability as a result of consolidating such Issuer’s financial statements with the Company for U.S. tax-reporting purposes, then, as security for the Company’s obligations to the Purchasers, the Company shall pledge 65% of the stock of such subsidiary to Agent, with such pledge constituting a first priority security interest in such stock, rather than causing such Issuer to guarantee such obligations. Such stock shall be pledged to Agent pursuant to a pledge agreement in form and substance reasonably satisfactory to the Agent, and the Company shall deliver the share certificates, if any, representing all of the outstanding stock being pledged pursuant to each such pledge agreement and stock powers for such share certificates executed in blank, shall execute and deliver such other instruments, documents, certifications and filings as are required thereunder, and shall deliver an opinion of Company counsel covering such legal matters with respect to the pledge of the stock of such Issuer as Agent may reasonably request.

Stock Collateral. (1i) The Company Obligors will cause the Stock Collateral to constitute at all times (i) except as provided in clause (ii) below, 100% of the total number of shares of each class of capital stock (or in the case of any entity other than a corporation, the total equity interests) of each Issuer then outstanding that is and owned directly or indirectly by the CompanyObligors and (ii) in the case of any Foreign Subsidiary which is an Issuer hereunder, 65% of the total number of shares of voting capital stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors (or similar body) and 100% of each class of all non-voting capital stock of such Foreign Subsidiary. (2ii) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, such Obligor will forthwith either (x) deliver to the Administrative Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Administrative Agent shall deem necessary to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (iii) So long as no Event of Default shall have occurred and be continuing, the Company Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent in violation with the terms of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or thereinherein, provided that the Company agrees Obligors jointly and severally agree that it they will not vote the Stock Collateral in any manner that is inconsistent in violation with the terms of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.4(a)(iii). (3iv) Unless and until an So long as no Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any dividends and distributions on the Stock Collateral paid in cash out of earned surplusCollateral. (4v) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any other Secured Creditor exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution distribution, and other orders and documents to that end, provided that if such Event of Default is curedcured or waived, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the CompanyObligors.

Stock Collateral. (1i) The Company Obligor will cause the Stock Collateral to constitute at all times 100% all ownership interests of any class or character of the total number of shares of each class of capital stock of each Issuer Collateral Parties then outstanding that is owned directly or indirectly by the Companyoutstanding. (2ii) So long as no Event of Default shall have occurred and be continuing, the Company Obligor 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 of this Agreement, the Purchase Agreement, the Notes any other Loan Document or any other instrument or agreement referred to herein or therein, herein; provided that the Company Obligor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Agreement, the Notes Agreement or any such other instrument or agreementLoan Document; and the Agent Administrative Agent, at the direction of the Required Lenders, shall execute and deliver to the Company Obligor or cause to be executed and delivered to the Company Obligor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligor may reasonably request for the purpose of enabling the Company Obligor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(a)(25.03(a)(ii). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4iii) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any of the Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes any Loan Document or any other agreement relating to such the Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Pledged Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company Obligor agrees to execute and deliver to the 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 Administrative Agent shall, upon request of the Company Obligor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the CompanyObligor. (iv) All Stock Collateral in which the Obligor shall hereafter grant a security interest pursuant to Section 3 shall be duly authorized, validly existing, fully paid and non-assessable and none of the Stock Collateral, including the Stock Collateral evidenced by the certificates identified under the name of the Obligor in Annex 1, shall be subject to any contractual restriction (except for any such restriction contained herein).

Stock Collateral. (1) The Company will cause the Pledged Stock Collateral to constitute at all times 100% (or, with respect to any issuer that is a Foreign Subsidiary, at least 65%) of the total number of shares of each class of capital stock of each Issuer Subsidiary of the Company then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Unless an Event of Default shall have occurred and be continuing, continuing and the Agent shall have given notice to the Company of its intention to exercise rights arising hereunder or under any other Basic Document with respect to the Pledged Stock the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Stock Collateral for all purposes not inconsistent with the terms of this Agreement, the Purchase Credit Agreement, the Notes or any other 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the 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 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Pledged Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the Agent appropriate additional dividend, distribution and other orders and documents to that end, provided PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Agent to the Company.

Stock Collateral. (1) The Company Securing Parties will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock Capital Stock of each Issuer then outstanding that is owned directly or indirectly by the Company.outstanding. Amended and Restated Pledge and Security Agreement ----------------------------- (2) 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 of this Agreement, the Purchase Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the 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 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company Securing Parties shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees Securing Parties jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided PROVIDED that if such Event of Default is cured, any such Amended and Restated Pledge and Security Agreement ----------------------------- dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Company Securing Parties (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the CompanySecuring Parties.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer direct Subsidiary of any Obligor then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) transfer and deliver to the Collateral Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Securities Purchase Agreement, the Notes Notes, any other Purchase Document 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the Collateral Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(3). (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral Collateral; provided, however, that any and all (i) dividends, other distributions and interest paid or payable other than in cash out in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (ii) dividends and other distributions paid or payable in cash in respect of earned any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Collateral, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Collateral and shall, if received by any Obligor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Obligor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with all necessary endorsements). (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any other Secured Party exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Securities Purchase Agreement, the Notes Notes, any other Purchase Document or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Collateral Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the 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 Collateral Agent shall, upon the written request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Collateral Agent to the CompanyObligors.

Stock Collateral. (1) The Company Debtors will cause the Pledged Stock Collateral to constitute at all times times, with respect to any Issuer existing on the date hereof, 100% or, with respect to any Issuer created or acquired after the date hereof, the percentage required by the Credit Agreement to be pledged hereunder, of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Company Debtors 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 of this Agreement, the Purchase Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein; PROVIDED, provided HOWEVER, that the Company agrees Debtors 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the Agent shall execute and deliver to the Company Debtors or cause to be executed and delivered to the Company Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Debtors may reasonably request for the purpose of enabling the Company Debtors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a). (3) Unless and until an Event of Default has occurred and is continuing, the Company The Debtors shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out to the extent that the payment of earned surplussuch dividends is permitted by the Credit Agreement. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Pledged Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees Debtors jointly and severally agree to execute and deliver to the Agent appropriate additional dividend, distribution and other orders and documents to that end; PROVIDED, provided HOWEVER, that (a) if such Event of Default is cured, any such dividend or distribution theretofore paid to the Agent shall, upon request of the Company Debtors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Agent to the CompanyDebtors and (b) nothing contained in this paragraph (4) shall prohibit any Dividend Payment permitted by Section 6.3 of the Credit Agreement.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding outstanding; provided that if any such Issuer is owned directly organized under the laws of jurisdiction other than the United States of America or indirectly by a State thereof, the CompanyCompany need only cause the Stock Collateral of such Issuer to constitute 65% of the total number of shares of each class of capital stock of such Issuer then outstanding. (2) 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 of this Agreement, the Purchase 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Revolving Credit Lender exercises any available right to declare any Revolving Credit Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Revolving Credit Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Revolving Credit Secured Obligations) ), be returned by the Agent to the Company.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer direct Subsidiary of any Obligor then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) subject to the terms of the Intercreditor and Subordination Agreements, transfer and deliver to the First Lien Collateral Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the First Lien Collateral Agent, pursuant to the terms of this Agreement and the Intercreditor and Subordination Agreements, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Agreement, the Notes Second Lien Credit Agreement or any other Loan Document or any other instrument or agreement referred to herein or therein; and, provided that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with subject to the terms of this Agreementthe Intercreditor and Subordination Agreements, the Purchase Agreement, the Notes or any such other instrument or agreement; and the Collateral Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(3). (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral Collateral; provided, however, that any and all (i) dividends, other distributions and interest paid or payable other than in cash out in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (ii) dividends and other distributions paid or payable in cash in respect of earned any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Collateral, shall be, and shall forthwith, subject to the terms of the Intercreditor and Subordination Agreements, be delivered to the First Lien Collateral Agent to hold as, Collateral and shall, if received by any Obligor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Obligor and be forthwith delivered to the First Lien Collateral Agent as Collateral in the same form as so received (with all necessary endorsements). (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any other Secured Party exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Second Lien Credit Agreement or any other Loan Document or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the First Lien Collateral Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this AgreementAgreement and the Intercreditor and Subordination Agreements, and, if the Collateral Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the First Lien 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 First Lien Collateral Agent shall, upon the written request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the First Lien Collateral Agent to the CompanyObligors.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding outstanding; provided that if any such Issuer is owned directly organized under the laws of jurisdiction other than the United States of America or indirectly by a State thereof, the CompanyCompany need only cause the Stock Collateral of such Issuer to constitute not less than 65% of the total number of shares of each class of capital stock of such Issuer then outstanding. (2) 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 of this Agreement, the Purchase 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative 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 it is entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Administrative Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the Company.

Stock Collateral. (1i) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock Capital Stock of each Issuer then outstanding that is owned directly or indirectly by the CompanyIssuer. (2ii) 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 of this Agreement, the Purchase Loan Agreement, the Notes other Loan Documents or any other 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 Purchase Loan Agreement, the Notes other Loan Documents or any such other instrument or agreement; and the 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 4.04(a)(25.04(a)(ii). (3iii) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4iv) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Lenders exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it them under applicable law or under this Agreement, the Purchase Loan Agreement, the Notes other Loan Documents or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer direct Subsidiary of any Obligor then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) transfer and deliver to the Collateral Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Note Purchase Agreement, the Notes Notes, any other Note Purchase Document 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the Collateral Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(3). (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral Collateral; provided, however, that any and all (i) dividends, other distributions and interest paid or payable other than in cash out in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (ii) dividends and other distributions paid or payable in cash in respect of earned any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Collateral, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Collateral and shall, if received by any Obligor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Obligor and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with all necessary endorsements). (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any other Secured Party exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Note Purchase Agreement, the Notes Notes, any other Note Purchase Document or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Collateral Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the 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 Collateral Agent shall, upon the written request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Collateral Agent to the CompanyObligors.

Stock Collateral. (1) The Company Borrower will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) 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 of this Agreement, the Purchase Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, but subject to the Company provisions of Section 8.09 of the Credit Agreement which limit the right of the Borrower and its Subsidiaries to declare or make any Restricted Payment, the Borrower shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Bank exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes Notes, the Subsidiary Guarantee or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company Borrower agrees to execute and deliver to the 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 Agent shall, upon request of the Company Borrower (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the CompanyBorrower.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding outstanding; provided that is owned directly the Obligors shall cause the Stock Collateral that consists of capital stock or indirectly by other ownership interests in any non-U.S. Subsidiary of a U.S. Subsidiary, to constitute at all times 66% of the Companyvoting stock of such Subsidiary and 100% of any other capital stock of such Subsidiary. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) transfer and deliver to the Collateral Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Loan Agreement, the Notes Notes, any other Loan Document or any other instrument or agreement referred to herein or therein, provided that the Company agrees Obligors 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 Purchase Loan Agreement, the Notes Notes, any other Loan Document or any such other instrument or agreement; and the Collateral Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this paragraph (a)(3) of Section 4.04(a)(2)5.4. (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral Collateral; provided, however, that any and all (i) dividends, other distributions and interest paid or payable other than in cash out in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (ii) dividends and other distributions paid or payable in cash in respect of earned any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and (iii) cash paid, payable or otherwise distributed in respect of principal or in redemption of or in exchange for any Collateral, shall be, and shall forthwith be delivered to Collateral Agent to hold as, Collateral and shall, if received by any Obligor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Obligor and be forthwith delivered to Collateral Agent as Collateral in the same form as so received (with all necessary endorsements). (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent or any other Secured Party exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Loan Agreement, the Notes Notes, any other Loan Document or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Collateral Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the 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 Collateral Agent shall, upon the written request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Collateral Agent to the CompanyObligors.

Stock Collateral. (1) The Company Debtor will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the CompanyDebtor. (2) So long as no Event of Default shall have occurred and be continuing, the Company Debtor 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 of this Agreement, the Purchase Subscription Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company Debtor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Subscription Agreement, the Notes or any such other instrument or agreement; and the Agent Purchaser shall execute and deliver to the Company Debtor or cause to be executed and delivered to the Company Debtor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Debtor may reasonably request for the purpose of enabling the Company Debtor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company Debtor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Purchaser exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Subscription Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Purchaser and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Purchaser shall so request in writing, the Company Debtor agrees to execute and deliver to the Agent Purchaser 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 Agent Purchaser shall, upon request of the Company Debtor (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent Purchaser to the CompanyDebtor.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% (or, in the case of any Issuer that is a Foreign Subsidiary, 66%) of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) transfer and Pledge and Security Agreement deliver to the Administrative Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Administrative Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or thereinherein, provided that the Company agrees Obligors 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 Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(3). (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral paid in cash out (it being understood and agreed that such Proceeds shall continue to be part of earned surplusthe Collateral). (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Secured Party exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company.

Stock Collateral. (1) The Company Subsidiary Guarantor will cause the Stock Collateral to constitute at all times 100% (or, with respect to any issuer that is a Foreign Subsidiary, at least 65%) of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Unless an Event of Default shall have occurred and be continuing, and the Agent shall have given notice to the Company of its intention to exercise rights arising hereunder or under any other Basic Document with respect to the Stock Collateral, the Subsidiary 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or therein, provided that the Company Subsidiary Guarantor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Agent shall execute and deliver to the Company Subsidiary Guarantor or cause to be executed and delivered to the Company Subsidiary Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Subsidiary Guarantor may reasonably request for the purpose of enabling the Company Subsidiary Guarantor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(a)(26.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company Subsidiary Guarantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company Subsidiary Guarantor agrees to execute and deliver to the 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 Agent shall, upon request of the Company Subsidiary Guarantor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Agent to the CompanySubsidiary Guarantor.

Stock Collateral. (1) The Company Each Subsidiary Guarantor will cause the Stock Collateral to constitute at all times 100% (or, with respect to any issuer that is a Foreign Subsidiary, at least 65%) of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Unless an Event of Default shall have occurred and be continuing, and the Administrative Agent shall have given notice to the Company of its intention to exercise rights arising hereunder or under any other Credit Document with respect to the Stock Collateral, each Subsidiary 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or therein, provided that the Company such Subsidiary Guarantor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company such Subsidiary Guarantor or cause to be executed and delivered to the Company such Subsidiary Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company such Subsidiary Guarantor may reasonably request for the purpose of enabling the Company such Subsidiary Guarantor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(a)(26.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company each Subsidiary Guarantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company each Subsidiary Guarantor agrees to execute and deliver to the 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 Administrative Agent shall, upon request of the Company such Subsidiary Guarantor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the Company.such Subsidiary Guarantor. Subsidiary Guarantee and Security Agreement

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2a) So long as no Event of Default shall have occurred and be continuing, the Company Pledgor shall have the right to exercise all voting, consensual consensual, and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement; provided, the Purchase Agreementhowever, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company Pledgor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Note or the Stock Purchase Agreement, the Notes or any such other instrument or agreement; and the Agent Pledgee shall execute and deliver to the Company Pledgor or cause to be executed and delivered to the Company Pledgor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Pledgor may reasonably request for the purpose of enabling the Company Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 4.04(a)(2)6. (3b) Unless and until an Event of Default has occurred and is continuing, the Company Pledgor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus, subject to the provisions of this Agreement and the Stock Purchase Agreement. (4c) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Pledgee exercises any available right to declare any Secured Obligations the amount due under the Note due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Pledgee and retained by it Pledgee as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Pledgee shall so request in writing, the Company Pledgor agrees to execute and deliver to the Agent Pledgee appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is timely cured, any such dividend or distribution theretofore paid to the Agent shallPledgee, upon request of the Company Pledgor (except to the extent theretofore applied to the Secured Obligations) obligations secured by the Note), shall be returned by the Agent to the CompanyPledgor.

Stock Collateral. (1) The Company Obligors will cause (A) the Stock Collateral to constitute at all times (i) except as provided in clause (ii) below, 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is and owned directly or indirectly by the CompanyObligors and (ii) in the case of any Foreign Subsidiary which is an Issuer hereunder, 65% of the total number of shares of voting capital stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors (or similar body) and 100% of each class of all other capital stock of such Foreign Subsidiary and (B) the Pledged Interests to constitute 100% of the aggregate ownership interests of each Other Issuer then outstanding and owned by the Obligors. (2) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or thereinherein, provided that the Company agrees Obligors 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 Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is curedcured or waived, any such dividend or distribution theretofore paid to the Security Agreement Administrative Agent shall, upon request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the CompanyObligors.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the Agent Purchasers 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 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) . If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent exercises Purchasers exercise any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Purchasers and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Purchasers shall so request in writing, the Company agrees to execute and deliver to the Agent Purchasers 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 Agent Purchasers shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent Purchasers to the Company.

Stock Collateral. (1) The Company Obligor will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) Subject to Section 4.04(a)(4) below, if any of the shares, securities, moneys or property required to be pledged by the Obligor under Section 3 are received by the Obligor, the Obligor shall forthwith either (x) transfer and deliver to the Noteholder such shares or securities so received by the Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Noteholder, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Noteholder shall deem necessary or appropriate to duly record the Lien created hereunder in such shares or securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligor 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 of this Agreement, the Senior Note Purchase Agreement, the Notes Agreement or any other instrument or agreement referred to herein or therein, provided that the Company Obligor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Senior Note Purchase Agreement, the Notes Agreement or any such other instrument or agreement; and the Agent Noteholder shall execute and deliver to the Company Obligor or cause to be executed and delivered to the Company Obligor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligor may reasonably request for the purpose of enabling the Company Obligor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(a)(24.04(a)(3). (34) Unless and until an Event of Default has occurred and is continuing, the Company Obligor shall be entitled to receive and retain any and all dividends and distributions on the Stock Collateral paid in cash out of earned surplusCollateral. (45) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Noteholder exercises any available right to declare any Secured Obligations Obligation due and payable or seeks seek or pursues pursue any other relief or remedy available to it under applicable law or under this Agreement, the Senior Note Purchase Agreement, the Notes Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Noteholder and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Noteholder shall so request in writingrequest, the Company Obligor agrees to execute and deliver to the Agent Noteholder 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 Agent Noteholder shall, upon request of the Company Obligor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Agent Noteholder to the CompanyObligor.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the Agent Purchaser Representative 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 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent Purchaser Representative exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent Purchaser Representative and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent Purchaser Representative shall so request in writing, the Company agrees to execute and deliver to the Agent Purchaser Representative 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 Agent Purchaser Representative shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent Purchaser Representative to the Company.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees Obligors 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 Purchase Credit Agreement, the Notes or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company Security Agreement ------------------ Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company Obligors shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Credit Agreement, the Notes or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company agrees Obligors jointly and severally agree to execute and deliver to the 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 Administrative Agent shall, upon request of the Company Obligors (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the CompanyObligors.

Stock Collateral. (1) The Company Obligors will cause the Stock Collateral to constitute at all times (i) except as provided in clause (ii) below, 100% of the total number of shares of each class of capital stock (or in the case of any entity other than a corporation, the total equity interests) of each Issuer then outstanding that is and owned directly or indirectly by the CompanyObligors and (ii) in the case of any Foreign Subsidiary which is an Issuer hereunder, 65% of the total number of shares of voting capital stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors (or similar body) and 100% of each class of all other capital stock of such Foreign Subsidiary. (2) If any of the shares, securities, moneys or property required to be pledged by such Obligor under Section 3 are received by such Obligor, forthwith either (x) transfer and deliver to the Collateral Agent such shares or securities so received by such Obligor (together with the certificates for any such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral or (y) take such other action as the Collateral Agent shall deem necessary or appropriate to duly record the Lien created hereunder in such shares, securities, moneys or property in said Section 3. (3) So long as no Event of Default shall have occurred and be continuing, the Company Obligors 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreements or any other instrument or agreement referred to herein or thereinherein, provided that the Company agrees Obligors 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 Purchase Agreement, the Notes Credit Agreements or any such other instrument or agreement; and the Collateral Agent shall execute and deliver to the Company Obligors or cause to be executed and delivered to the Company Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company Obligors may reasonably request for the purpose of enabling the Company Obligors to exercise the rights and powers which it is that they are entitled to exercise pursuant to this Section 4.04(a)(25.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Agent to the Company.

Stock Collateral. (1) The Company Each Subsidiary Guarantor will cause the Stock Collateral to constitute at all times 100% (or, with respect to any issuer that is a Foreign Subsidiary, at least 65%) of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Companyoutstanding. (2) So long as no Unless an Event of Default shall have occurred and be continuing, and the Administrative Agent shall have given notice to the Company of its intention to exercise rights arising hereunder or under any other Basic Document with respect to the Stock Collateral, each Subsidiary 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 of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other instrument or agreement referred to herein or therein, provided PROVIDED that the Company such Subsidiary Guarantor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, the Purchase Agreement, the Notes Credit Agreement or any such other instrument or agreement; and the Administrative Agent shall execute and deliver to the Company such Subsidiary Guarantor or cause to be executed and delivered to the Company such Subsidiary Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company such Subsidiary Guarantor may reasonably request for the purpose of enabling the Company such SUBSIDIARY GUARANTEE AND SECURITY AGREEMENT Subsidiary Guarantor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(a)(26.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company each Subsidiary Guarantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Administrative Agent or any Lender exercises any available right to declare any Secured Obligations Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes Credit Agreement or any other agreement relating to such Secured ObligationsObligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Administrative Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Administrative Agent shall so request in writing, the Company each Subsidiary Guarantor agrees to execute and deliver to the Administrative Agent appropriate additional dividend, distribution and other orders and documents to that end, provided PROVIDED that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Company such Subsidiary Guarantor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Administrative Agent to the Companysuch Subsidiary Guarantor.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase Agreement, the Notes any other Transaction Document 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(2)Section. (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Collateral Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Company agrees to execute and deliver to the 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 Collateral Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Collateral Agent to the Company.

Stock Collateral. (1) The Company will cause the Stock Collateral to constitute at all times 100% of the total number of shares of each class of capital stock of each Issuer then outstanding that is owned directly or indirectly by the Company. (2) 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 of this Agreement, the Purchase Agreement, the Notes any other Transaction Document 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 Purchase Agreement, the Notes or any such other instrument or agreement; and the 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 it is entitled to exercise pursuant to this Section 4.04(a)(2). (3) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (4) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Collateral Agent exercises any available right to declare any Secured Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Purchase Agreement, the Bridge Notes or any other agreement relating to such Secured Obligations, all dividends and other distributions on the Stock Collateral shall be paid directly to the Collateral Agent (subject to the Company’s obligations pursuant to the Security Agreements by the Company in favor of the Junior Lenders) and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Collateral Agent shall so request in writing, the Company agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that endend (subject to the Company’s obligations pursuant to the Security Agreements by the Company in favor of the Junior Lenders), provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Collateral Agent to the Company.