Common use of Rights to Dividends and Distributions Clause in Contracts

Rights to Dividends and Distributions. With respect to any Pledged Equity Interests, Administrative Agent shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative Agent’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity Interests, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity Interests, or otherwise, each Grantor agrees to accept the same as Administrative Agent’s agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity Interests. Unless an Event of Default exists, each Grantor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests, (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity Interests, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agent. All dividends paid or distributed in respect of the Pledged Equity Interests which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, Administrative Agent bonds, or other Instruments or Securities constituting a part of the Collateral, Secured Party shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative AgentSecured Party’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends and distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent Secured Party shall send endeavor to the respective provide Grantor with notice of Administrative Agent’s election any such action by Secured Party pursuant to take any action described in the preceding sentence; provided provided, any failure of any Grantor to receive provide any such notice shall not invalidate any action taken by Administrative Agent or impair any right or action of its rightsSecured Party or any Secured Creditor. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor agrees to accept the same as Administrative AgentSecured Party’s agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and to deliver the same immediately to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsexists or will result therefrom and subject to the Credit Agreement, each Grantor shall be entitled to receive all cash dividends and distributions not representing a return of capital or liquidating dividend paid in or distributed with respect of to the Pledged Equity InterestsInterest, (subject other than dividends or distributions or interests payable in Equity Interests of the issuer of such Pledged Equity Interest which, if evidenced by certificated securities, shall be delivered to Secured Party as set forth in the restrictions immediately preceding sentence, whether or not an Event of any other Loan DocumentDefault exists). Administrative Agent Secured Party shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for and application to the Secured Obligations at as provided in the discretion of Administrative AgentCredit Agreement and other Loan Documents. All dividends dividends, distributions and Proceeds paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities Collateral, the Administrative Agent Lender shall have authority if during the continuance of an Event of Default exists and is continuingDefault, either to have the same registered in the Administrative Agent’s Lender's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each such Grantor agrees to accept the same as the Administrative Agent’s Lender's agent and to hold the same in trust on behalf of and for the benefit of the Administrative AgentLender, and and, after receipt of written notice from the Administrative Lender, to deliver the same immediately to the Administrative Agent Lender in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by the Administrative AgentLender, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each such Grantor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity InterestsCollateral. During the continuance of an Event of Default (provided that any Advances or Letters of Credit are outstanding), (subject to the restrictions of any other Loan Document). Administrative Agent Lender shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to the Administrative Agent Lender to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agent. All dividends paid or distributed in respect of the Pledged Equity Interests which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor in trust as additional Collateral for the Secured ObligationsCollateral.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, bonds, or other Instruments or Securities constituting a part of the Collateral, Administrative Agent shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative Agent’s 's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor agrees to accept the same as Administrative Agent’s 's agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default exists, each Grantor shall be entitled to receive all cash dividends and distributions paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agent. All dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities Collateral, Administrative the Collateral Agent shall have authority if during the continuance of an Event of Default exists and is continuingDefault, either to have the same registered in Administrative the Collateral Agent’s 's name or in the name of a nominee, and, with or without such registration, upon such notification to demand of the issuer thereof, and to receive and receipt for, any and all dividends Dividends (including any stock or similar dividend or distributionDividend) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to If the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution Dividend in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor the Debtor agrees to accept the same as Administrative the Collateral Agent’s 's agent and to hold the same in trust on behalf of and for the benefit of Administrative the Collateral Agent, and and, after receipt of written notice from the Collateral Agent, to deliver the same immediately to Administrative the Collateral Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative the Collateral Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each Grantor the Debtor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative During the continuance of an Event of Default, the Collateral Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to Administrative the Collateral Agent to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at as provided in the discretion of Administrative AgentIntercreditor Agreement. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor the Debtor in violation of this Agreement shall, until paid or delivered to Administrative the Collateral Agent, be held by each Grantor the Debtor in trust on behalf of and for the benefit of the Collateral Agent as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, Administrative Agent bonds, or other Instruments or Securities constituting a part of the Collateral, Secured Party shall have authority if an Event of Default exists and is continuingexists, without notice to any Debtor, either to have the same registered in Administrative AgentSecured Party’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends and distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent Secured Party shall send endeavor to the respective Grantor provide such Debtor with notice of Administrative Agent’s election any such action by Secured Party pursuant to take any action described in the preceding sentence; provided provided, any failure of any Grantor to receive provide any such notice shall not invalidate any action taken by Administrative Agent or impair any right or action of its rightsSecured Party or any Creditor. If any Grantor Debtor shall become entitled to receive receive, or shall receive receive, any interest in or certificate (including, without limitation, any interest in in, or certificate representing representing, a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for for, any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor such Debtor agrees to accept the same as Administrative AgentSecured Party’s agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and and, except as otherwise specified in this Agreement, to deliver the same immediately promptly to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsexists or will result therefrom and Secured Party has given Borrower notice of its intent to exercise its rights under this Section, each Grantor and subject to the other Loan Documents, such Debtor shall be entitled to receive all cash dividends and distributions not representing a return of capital or liquidating dividend paid in or distributed with respect of to the Pledged Equity InterestsInterests and Securities, other than dividends or distributions or interests payable in Securities of the issuer of such Securities (subject which, if evidenced by certificated securities, shall be delivered to Secured Party as set forth in the immediately preceding sentence, whether or not an Event of Default exists). Subject to the restrictions terms of any other Loan Document). Administrative Agent the Credit Agreement, if an Event of Default exists, Secured Party shall be entitled to all dividends and distributions, and to any sums paid upon upon, or in respect of of, any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under which during the Credit Agreement) which continuance of an Event of Default shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for for, and application to to, the Secured Obligations at as provided in the discretion of Administrative AgentLoan Documents. All dividends dividends, distributions and Proceeds paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor such Debtor in trust as additional Collateral of the applicable Debtor for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interests subject to a security interest granted hereunder other than Non-Perfected Collateral (“Covered Equity Interests”), Administrative Agent Secured Creditor shall have authority (subject to Section 5.6) if an Event of Default exists and is continuing, either to have the same registered in Administrative AgentSecured Creditor’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends and distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send , in each case excluding dividends and distributions the recipient of which is entitled under the Credit Agreement to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rightskeep. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to to, any of the Pledged Covered Equity Interests, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Covered Equity Interests, or otherwise, each such Grantor agrees to accept the same as Administrative AgentSecured Creditor’s agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Creditor, and to deliver the same immediately to Administrative Agent Secured Creditor in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Creditor, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsexists or will result therefrom and subject to the other Loan Documents, each such Grantor shall be entitled to receive all cash dividends and distributions paid in or distributed with respect of the Pledged Equity Interests, (subject to the restrictions of any Securities, other Loan Document). Administrative Agent shall be entitled to all than dividends and distributions, and to any sums paid upon or distributions or interests payable in respect of any Pledged Covered Equity Interests, upon the liquidation, dissolution, or reorganization Interests of the issuer of such Covered Equity Interests (which, if evidenced by certificated securities, shall be delivered to Secured Creditor as set forth in the immediately preceding sentence, whether or not an Event of Default exists); provided, that, notwithstanding the existence of an Event of Default, the recipient thereof (except those constituting Dispositions may keep all cash dividends permitted under the Credit Agreement) which shall be paid to Administrative Agent Agreement to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agentmade or received. All dividends dividends, distributions and Proceeds paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any each Grantor in violation of this Agreement shall, until paid or delivered to Administrative AgentSecured Creditor, be held by each such Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates constituting a part of the Collateral, Administrative Agent Secured Party shall have authority if an Event of Default exists and is continuing, but subject to Section 2.6, either to have the same registered in Administrative AgentSecured Party’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends and distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent Secured Party shall send endeavor to the respective Grantor provide each Pledgor with notice of Administrative Agent’s election any such action by Secured Party pursuant to take any action described in the preceding sentence; provided provided, any failure of any Grantor to receive provide any such notice shall not invalidate any action taken by Administrative Agent or impair any right or action of its rightsSecured Party or any Creditor. If any Grantor a Pledgor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to evidencing any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor such Pledgor agrees to accept the same as Administrative AgentSecured Party’s agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and to deliver the same immediately to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsexists and is continuing and Secured Party has commenced enforcement hereof, but subject to Section 2.6, or will result therefrom and subject to the other Loan Documents, each Grantor Pledgor shall be entitled to receive all cash dividends and distributions not representing a return of capital or liquidating dividend paid in or distributed with respect of to the Pledged Equity Interests, other than dividends or distributions or interests payable in Equity Interests of the issuer of such Pledged Equity Interest (subject which, if evidenced by certificated securities, shall be delivered to Secured Party as set forth in the restrictions immediately preceding sentence, whether or not an Event of any other Loan DocumentDefault exists and is continuing). Administrative Agent Secured Party shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, liquidation or reorganization dissolution of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for and application to the Secured Obligations at as provided in the discretion of Administrative Agentother Loan Documents. All dividends dividends, distributions and Proceeds paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Pledgor in violation of this Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor such Pledgor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, Administrative Agent bonds, or other instruments or securities (including but not limited to any certificate or participation issued in any proceeding under any bankruptcy) constituting a part of the Collateral, Secured Party shall have authority if after the occurrence of an Event of Default exists and is continuingDefault, without notice to Debtor, either to have the same registered in Administrative AgentSecured Party’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt forreceive, any and all dividends Distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Distribution or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees to accept the same as Administrative AgentSecured Party’s agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and to deliver the same immediately to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default exists, each Grantor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests, (subject to the restrictions of any other Loan Document). Administrative Agent Secured Party shall be entitled to all dividends and distributionsDistributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at the discretion of Administrative AgentSecured Party. All dividends Distributions paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Security Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor Debtor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, bonds, or other instruments or securities constituting a part of the Collateral, Administrative Agent shall have authority if during the continuance of an Event of Default exists and is continuingDefault, without notice to Debtor, either to have the same registered in Administrative Agent’s 's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends Dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees to accept the same as Administrative Agent’s 's agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each Grantor Debtor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at the discretion of Administrative Agent. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor Debtor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities Collateral, Administrative the Collateral Agent shall have authority if during the continuance of an Event of Default exists and Default, to the extent the Collateral Agent determines that such transfer or registration is continuingnecessary to perfect a first priority security interest in such Securities Collateral, either to have the same registered in Administrative the Collateral Agent’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any Dividend (as defined in the Credit Agreement and as used herein) or interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution Dividend in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each such Grantor agrees to accept the same as Administrative the Collateral Agent’s agent and to hold the same in trust on behalf of and for the benefit of Administrative the Collateral Agent, and and, after receipt of written notice from the Collateral Agent, to deliver the same immediately promptly to Administrative the Collateral Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative the Collateral Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each such Grantor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity InterestsCollateral. During the continuance of an Event of Default, (subject to the restrictions of any other Loan Document). Administrative Collateral Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to Administrative the Collateral Agent to be held by it as additional collateral security for Collateral and application applied to the Secured Obligations at the discretion pursuant to Section 4.3(b) of Administrative Agentthis Agreement. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative the Collateral Agent, be held by each such Grantor in trust as additional Collateral for the Secured ObligationsCollateral.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, Administrative Agent bonds, or other Instruments or Securities constituting a part of the Collateral, and subject to applicable Legal Requirements, Secured Party shall have authority if an Event of Default exists and is continuingexists, without notice to Debtor, either to have the same registered in Administrative Agent’s Secured Party's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends Dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees to accept the same as Administrative Agent’s Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and to deliver the same immediately to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default exists, each Grantor Debtor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan DocumentDocument including, but not limited to, the Credit Agreement). Administrative Agent If (a) any liquidation, dissolution, or reorganization of any Company results in or constitutes an Event of Default under Credit Agreement Section 8.1(g) or (h), or (b) an Event of Default exists, Secured Party shall be entitled to all dividends and distributions, Dividends and to any sums paid upon or in respect of any Pledged Equity Interests, upon the Collateral in connection with any such liquidation, dissolution, or reorganization reorganization, all of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for the Indebtedness and application to the Secured Obligations Indebtedness at the discretion of Administrative AgentSecured Party. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor Debtor in trust as additional Collateral for the Secured ObligationsIndebtedness.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interests, Administrative Agent shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative Agent’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any the Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any the Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity Interests, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity Interests, or otherwise, each the Grantor agrees to accept the same as Administrative Agent’s agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity Interests. Unless an Event of Default exists, each the Grantor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests, (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity Interests, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agent. All dividends paid or distributed in respect of the Pledged Equity Interests which are received by any the Grantor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each the Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities Collateral, the Administrative Agent shall have authority if during the continuance of an Event of Default exists and (as defined in the Credit Agreement), to the extent the Administrative Agent determines that such transfer or registration is continuingnecessary to perfect a first priority security interest in such Securities Collateral, either to have the same registered in the Administrative Agent’s name or in the name of a nominee. During the continuance of an Event of Default, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any if Grantor shall become entitled to receive or shall receive any distribution, dividend, profit, proceeds or other amounts or stock or unit dividend or interest in or certificate (including, without limitation, any interest in or certificate representing a Dividend or stock or unit dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwiseotherwise (collectively, each “Dividend”), Grantor agrees to accept such Dividend as the same as Administrative Agent’s agent and to hold the same such Dividend in trust on behalf of and for the benefit of the Administrative Agent, and and, after receipt of written notice from the Administrative Agent, to deliver such Dividend promptly to the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by the Administrative Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each Grantor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity InterestsCollateral. During the continuance of an Event of Default, (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to the Administrative Agent to be held by it as additional collateral security for Collateral and application applied to the Secured Obligations at the discretion pursuant to Section 4.3(b) of Administrative Agentthis Agreement. All dividends Dividends or other sums paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to the Administrative Agent, be held by each Grantor in trust as additional Collateral for the Secured ObligationsCollateral.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities Collateral, Administrative the Collateral Agent shall have authority if during the continuance of an Event of Default exists and Default, to the extent the Collateral Agent determines that such transfer or registration is continuingnecessary to perfect a first priority security interest in such Securities Collateral, either to have the same registered in Administrative the Collateral Agent’s 's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any Dividend (as defined in the Credit Agreement and as used herein) or interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution Dividend in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each such Grantor agrees to accept the same as Administrative the Collateral Agent’s 's agent and to hold the same in trust on behalf of and for the benefit of Administrative the Collateral Agent, and and, after receipt of written notice from the Collateral Agent, to deliver the same immediately promptly to Administrative the Collateral Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative the Collateral Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each such Grantor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity InterestsCollateral. During the continuance of an Event of Default, (subject to the restrictions of any other Loan Document). Administrative Collateral Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to Administrative the Collateral Agent to be held by it as additional collateral security for Collateral and application applied to the Secured Obligations at the discretion pursuant to Section 4.3(b) of Administrative Agentthis Agreement. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative the Collateral Agent, be held by each such Grantor in trust as additional Collateral for the Secured ObligationsCollateral.

Rights to Dividends and Distributions. With respect to any Pledged Equity InterestsSecurities constituting a part of the Collateral, Administrative Agent the Secured Party shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative Agent’s the Secured Party's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent Secured Party shall send to the respective Grantor Debtor notice of Administrative Agent’s the Secured Party's election to take any action described in the preceding sentence; provided any failure of any Grantor the Debtor to receive any such notice shall not invalidate any action taken by Administrative Agent the Secured Party or impair any of its rights. If any Grantor the Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor the Debtor agrees to accept the same as Administrative Agent’s the Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Administrative Agentthe Secured Party, and to deliver the same immediately to Administrative Agent the Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agentthe Secured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default exists, each Grantor the Debtor shall be entitled to receive all cash dividends and distributions paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative Agent The Secured Party shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent the Secured Party to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agentthe Secured Party. All dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor the Debtor in violation of this Agreement shall, until paid or delivered to Administrative Agentthe Secured Party, be held by each Grantor the Debtor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to such instruments which are stock certificates, bonds or other securities, Lender may demand of the corporate obligor issuing the same, and may receive and receipt for, any Pledged Equity Interestsand all stock dividends and other distributions (other than cash dividends) payable in respect thereof, Administrative Agent whether ordinary or extraordinary. Lender shall have authority if the authority, following an Event of Default exists and is continuingwithout notice to Pledgor, either to have the same such certificates, bonds or other securities registered either in Administrative Agent’s Lender's name or in the name of a nominee. If, andwhile this Agreement is in effect, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Pledgor shall become entitled to receive or shall receive any interest in or stock certificate (including, without limitation, any interest in or certificate representing a stock dividend or a distribution in connection with any reclassification, increase, increase or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity Interestsrights, whether as an addition to, in substitution of, as a conversion of, of or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Pledgor agrees to accept the same as Administrative Agent’s Lender's agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentLender, and to deliver the same immediately forthwith to Administrative Agent Lender in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentLender, subject to the terms hereof, as Pledged Equity Interestsadditional Collateral for the Liabilities. Unless Until an Event of Default existsshall have occurred, each Grantor Pledgor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Equity InterestsCollateral. After the occurrence of an Event of Default, (subject to the restrictions of any other Loan Document). Administrative Agent Lender shall be entitled to all dividends and distributionscash dividends, and to any sums paid upon or in respect of any Pledged Equity Interests, the Collateral upon the liquidation, dissolution, dissolution or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Lender to be held by it as additional collateral security Collateral for and application the Liabilities. In case any distribution shall be made on or in respect of the Collateral pursuant to the Secured Obligations at reorganization, liquidation or dissolution of the discretion issuer thereof, the property so distributed shall be delivered to Lender to be held by it as additional Collateral for the Liabilities. After an Event of Administrative Agent. All dividends Default, all sums of money and property so paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement Pledgor shall, until paid or delivered to Administrative AgentLender, be held by each Grantor Pledgor in trust as additional Collateral for the Secured ObligationsLiabilities.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, bonds, or other Instruments or Securities constituting a part of the Collateral, Administrative Agent shall have authority if an Event of Default exists and is continuing, either to have the same registered in Administrative Agent’s name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor agrees to accept the same as Administrative Agent’s agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default exists, each Grantor shall be entitled to receive all cash dividends and distributions paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative Agent shall be entitled to all dividends and distributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent to be held by it as additional collateral security for and application to the Secured Obligations at the discretion of Administrative Agent. All dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, Administrative Agent bonds, or other instruments or securities (including but not limited to any certificate or participation issued in any proceeding under any Debtor Relief Law constituting a part of the Collateral, Secured Party shall have authority if after the occurrence of an Event of Default exists and is continuingDefault, without notice to Debtor, either to have the same registered in Administrative Agent’s Secured Party's name or in the name of a nominee, and, with or without such registration, to demand of the issuer thereof, and to receive and receipt for, any and all dividends Distributions (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Distribution or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees to accept the same as Administrative Agent’s Secured Party's agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentSecured Party, and to deliver the same immediately to Administrative Agent Secured Party in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentSecured Party, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event After the occurrence of Default existsa Default, each Grantor shall be entitled to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests, (subject to the restrictions of any other Loan Document). Administrative Agent Secured Party shall be entitled to all dividends and distributionsDistributions, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Secured Party to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at the discretion of Administrative AgentSecured Party. All dividends Distributions paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Security Agreement shall, until paid or delivered to Administrative AgentSecured Party, be held by each Grantor Debtor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, bonds, or other instruments or securities constituting a part of the Collateral, Administrative Agent Lender shall have authority if during the continuance of an Event of Default exists and is continuingDefault, upon written notice to Debtor of its intention to do so, either to have the same registered in Administrative Agent’s Lender's name or in the name of a nominee, and, with or without such registration, upon such notification to demand of the issuer thereof, and to receive and receipt for, any and all dividends Dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees after receipt by Debtor of the notice referred to above, to accept the same as Administrative Agent’s Lender's agent and to hold the same in trust on behalf of and for the benefit of Administrative AgentLender, and to deliver the same immediately to Administrative Agent Lender in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative AgentLender, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each Grantor Debtor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Administrative Agent Lender shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) which shall be paid to Administrative Agent Lender to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at the discretion of Administrative AgentLender. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Agreement shall, until paid or delivered to Administrative AgentLender, be held by each Grantor Debtor in trust as additional Collateral for the Secured Obligations.

Rights to Dividends and Distributions. With respect to any Pledged Equity Interestscertificates, bonds, or other instruments or securities constituting a part of the Collateral, Administrative Agent shall have authority if during the continuance of an Event of Default exists and is continuingDefault, either to have the same registered in Administrative Agent’s 's name or in the name of a nominee, and, with or without such registration, upon such notification to demand of the issuer thereof, and to receive and receipt for, any and all dividends Dividends (including any stock or similar dividend or distribution) payable in respect thereof, whether they be ordinary or extraordinary. The Administrative Agent shall send to the respective Grantor notice of Administrative Agent’s election to take any action described in the preceding sentence; provided any failure of any Grantor to receive any such notice shall not invalidate any action taken by Administrative Agent or impair any of its rights. If any Grantor Debtor shall become entitled to receive or shall receive any interest in or certificate (including, without limitation, any interest in or certificate representing a dividend Dividend or a distribution in connection with any reclassification, increase, or reduction of capital, or issued in connection with any reorganization), or any option or rights arising from or relating to any of the Pledged Equity InterestsCollateral that is evidenced by a certificate or other instrument or security, whether as an addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Equity InterestsCollateral, or otherwise, each Grantor Debtor agrees to accept the same as Administrative Agent’s 's agent and to hold the same in trust on behalf of and for the benefit of Administrative Agent, and to deliver the same immediately to Administrative Agent in the exact form received, with appropriate undated stock or similar powers, duly executed in blank, to be held by Administrative Agent, subject to the terms hereof, as Pledged Equity InterestsCollateral. Unless an Event of Default existsis in existence, each Grantor Debtor shall be entitled to receive all cash dividends and distributions Dividends paid in respect of any of the Pledged Equity Interests, Collateral (subject to the restrictions of any other Loan Document). Upon the occurrence and during the continuance of an Event of Default, Administrative Agent shall be entitled to all dividends and distributionsDividends, and to any sums paid upon or in respect of any Pledged Equity InterestsCollateral, and to any additional securities issued in respect of the Securities Collateral, upon the liquidation, dissolution, or reorganization of the issuer thereof (except those constituting Dispositions permitted under the Credit Agreement) thereof, all of which shall be paid to Administrative Agent to be held by it as additional collateral security for the Obligations and application to the Secured Obligations at the discretion of Administrative Agent. All dividends Dividends paid or distributed in respect of the Pledged Equity Interests Collateral which are received by any Grantor Debtor in violation of this Agreement shall, until paid or delivered to Administrative Agent, be held by each Grantor Debtor in trust as additional Collateral for the Secured Obligations.