Common use of Dividends, Etc Clause in Contracts

Dividends, Etc. (a) So long as no portion of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So long as Notwithstanding any other provisions of this Agreement, no portion of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made declared after the Effective Time on or in Newco Class A Common Stock shall be paid with respect to any shares of ▇▇▇▇▇▇▇ Common Stock, until a certificate representing such shares of ▇▇▇▇▇▇▇ Common Stock (a "▇▇▇▇▇▇▇ Certificate") is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such ▇▇▇▇▇▇▇ Certificate, there shall be paid to the holder of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received Newco Class A Common Stock issued in exchange for therefor, without interest, (i) at the Pledged Shares time of such surrender, the amount of dividends or any part thereof or as other distributions with a result record date after the Effective Time theretofore payable with respect to such whole shares of Newco Class A Common Stock and not paid, less the amount of any mergerwithholding taxes which may be required thereon, consolidationand (ii) at the appropriate payment date, acquisition the amount of dividends or other exchange distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of assets to Newco Class A Common Stock, less the amount of any withholding taxes which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyrequired thereon. (b) Upon At or after the nonpaymentEffective Time, when due, there shall be no transfers on the stock transfer books of any portion ▇▇▇▇▇▇▇ of the Liabilitiesshares of ▇▇▇▇▇▇▇ Common Stock which were outstanding immediately prior to the Effective Time. If, all rights after the Effective Time, certificates representing any such shares are presented to the surviving corporation of Merger A or Newco, they shall be cancelled and exchanged for certificates for the Pledgor consideration, if any, deliverable in respect thereof pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, this Agreement and the Pledgee Merger A Agreement in accordance with the procedures set forth in this Article II. ▇▇▇▇▇▇▇ Certificates surrendered for exchange by any person constituting an Affiliate of ▇▇▇▇▇▇▇, shall not be exchanged until Newco has received an Affiliate Letter from such Person substantially in the form of Exhibit G. (c) None of ▇▇▇▇▇▇▇, Newco, the surviving corporation of Merger A or any other Person shall be liable to any former holder of shares of ▇▇▇▇▇▇▇ Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) In the event that any ▇▇▇▇▇▇▇ Certificate shall have been lost, stolen or destroyed, upon the sole and exclusive right and authority making of an affidavit of that fact by the person claiming such ▇▇▇▇▇▇▇ Certificate to votebe lost, stolen or destroyed and, if required by Newco, the posting by such person of a bond in such reasonable amount as Newco may direct as indemnity against any claim that may be made against it with respect to give consentssuch ▇▇▇▇▇▇▇ Certificate, waivers and ratificationsNewco will issue in exchange for such lost, and receive all stolen or destroyed ▇▇▇▇▇▇▇ Certificate the unpaid dividends and distributions on shares of Newco Class A Common Stock as provided in Section 2.4(a), deliverable in respect thereof pursuant to Section 3(a) hereofthis Agreement and the Merger A Agreement.

Dividends, Etc. (a) So long as no portion Default or Event of the Liabilities Default, shall have occurred and be due and payablecontinuing, the Pledgor Trust shall be entitled to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares, Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that but any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the any issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the any issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be be, and become part of the Collateral pledged hereunder and, if received by the PledgorTrust, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor Trust in accordance with the PledgeeCompany's instructions) to be held subject to the terms of this Agreement; Agreement and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyPlan. (b) Upon the nonpaymentoccurrence and during the continuance of an Event of Default, when due, subject to the terms of any portion of the LiabilitiesSection 4(b) hereof, all rights of the Pledgor Trust pursuant to Section 3(a5(a) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Company shall have the sole and exclusive right and authority to votereceive and retain the dividends which the Trust would otherwise be authorized to retain and, to the extent permitted by law, to vote and give consents, waivers and ratifications, and receive all dividends and distributions ratifications pursuant to Section 3(a5(a) hereof. Any and all money and other property paid over to or received by the Company pursuant to the provisions of this paragraph (b) shall be retained by the Company as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. (a) So long as no portion Default or Event of the Liabilities Default, shall have occurred and be due and payablecontinuing, the Pledgor Trust shall be entitled to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares, Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that but any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the any issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the any issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be be, and become part of the Collateral pledged hereunder and, if received by the PledgorTrust, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor Trust in accordance with the PledgeeCompany's instructions) to be held subject to the terms of this Agreement; Agreement and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyPlan. (b) Upon the nonpaymentoccurrence and during the continuance of an Event of Default, when due, subject to the terms of any portion of the LiabilitiesSection 4(b) hereof, all rights of the Pledgor Trust pursuant to Section 3(a5(a) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Company shall have the sole and exclusive right and authority to votereceive and retain the dividends which the Trust would otherwise be authorized to retain and, to the extent permitted by law, to vote and give consents, waivers and ratifications, and receive all dividends and distributions ratifications pursuant to Section 3(a5(a) hereof.. Any and all money and other property paid over to or received by the Company pursuant to the provisions of this paragraph

Dividends, Etc. (a) So long The Borrower will not, and will not permit --------------- any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, members and/or other owners as no portion such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications any class of its capital stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the Pledged foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that: (i) any Subsidiary may pay dividends or return capital or make distributions and other similar payments with regard to its capital stock or other membership interests to the Borrower or to another Subsidiary; (ii) the Borrower or any of its Subsidiaries may purchase the Minority Shares and for an aggregate purchase price not to receive and retain cash dividends made exceed $750,000; (iii) the Borrower, STE or ▇▇▇▇▇▇ Telephone may retire or redeem all the Existing Warrants on or after the Closing Date with the proceeds of Loans for the price required by the terms thereof, provided that none of the Borrower, STE or ▇▇▇▇▇▇ Telephone shall voluntarily agree to a price to be paid for the Existing Warrants (as opposed to a determination of such price by third parties as provided in the Existing Warrants) without the consent of the Agents (which consent shall not be unreasonably withheld); (iv) the Preferred Repurchase shall be permitted to be effected; and (v) the Borrower may redeem or repurchase its stock (or options, warrants and/or appreciation rights in respect thereof) from shareholders, officers, employees, consultants and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise in accordance with any shareholder agreement, stock option plan or any employee stock ownership plan provided that (x) no Default or Event of Default is then in existence or would arise therefrom and (y) the aggregate amount of all cash paid in respect of the Pledged Shares; providedall such shares, howeveroptions, that warrants and rights so redeemed or repurchased in any calendar year, does not exceed $1 million; (b) The Borrower will not, and all cashwill not permit any of its Subsidiaries to, stock and/or liquidating dividends, distributions in property, returns of capital create or otherwise cause or suffer to exist (other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or than as a result of a requirement of law) any mergerencumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, consolidation(b) make loans or advances to the Borrower or any Subsidiary, acquisition (c) transfer any of its properties or other exchange of assets to the Borrower or any Subsidiary or (B) the ability of any Subsidiary to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the issuer thereof may be a party sale or otherwisedisposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (v) Liens permitted under Sections 7.03(d), (m) and/or (n) and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee documents or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to governing the terms of this Agreement; any Indebtedness or other obligations secured by any such Liens, provided that such prohibitions or restrictions apply only to the assets subject to such Liens and provided further that no vote shall be cast (vi) any agreement or consentinstrument governing Permitted Acquired Debt, waiver to the extent such restriction or ratification given or action taken which would impair the Collateral encumbrance (x) is not applicable to any Person or the security interests granted hereby. (b) Upon the nonpayment, when due, properties or assets of any portion Person (other than the Person or the properties or assets of the Liabilities, all rights Person acquired pursuant to the respective Permitted Acquisition) and (y) was not created (or made more restrictive) in connection with or in anticipation of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofrespective Permitted Acquisition.

Dividends, Etc. (a) So long as no portion of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, Stock and to give consents, waivers and ratifications in respect of the Pledged Shares Stock and shall be entitled to collect and receive and retain for Pledgor's own use all cash dividends made paid on or with respect to the Pledged Stock; provided, however, that all cash dividends payable on or in respect of the Pledged Shares; providedStock which are determined by the Pledgees, howeverin their sole and absolute discretion, that any and all cashto represent in whole or in part an extraordinary, stock and/or liquidating dividends, distributions or other distribution in property, returns return of capital shall be paid to the Pledgees and retained by them as part of the Collateral. The Pledgees shall also be entitled to receive directly, and to retain as part of the Collateral, (i) all other or additional stock or securities or property (other distributions made on than cash) paid or distributed by way of dividend in respect of the Pledged Shares resulting from a subdivisionStock, (ii) all other or additional stock or other securities or property (including cash) paid or distributed in respect of the Pledged Stock by way of stock-split, spin-off, split-up, reclassification, combination of shares or reclassification of the outstanding capital similar rearrangement, and (iii) all other or additional stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to securities or property which the issuer thereof may be a party or otherwise, and any and all cash and other property received paid in exchange for any Collateral shall be and become part respect of the Collateral pledged hereunder andby reason of any consolidation, if merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization. Any of the foregoing received by the Pledgor, Pledgor shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee Pledgees and shall forthwith be delivered to the Pledgee Pledgees or its their designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's Pledgees' instructions) to be held subject to the terms of this Agreement; and provided further provided, further, that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) . Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to this Section 3(a) 3 hereof shall, at the election of the PledgeePledgees, cease, and the Pledgee Pledgees shall have the sole and exclusive right and authority to vote, to vote and give consents, waivers and ratifications, and receive all dividends and distributions ratifications pursuant to this Section 3(a) 3 hereof.

Dividends, Etc. (a) So long as no portion Unless and until an Event of the Liabilities Default shall have occurred and be due and payablecontinuing, the Pledgor each Grantor shall be entitled to vote the Pledged Sharesreceive and retain any dividends, to give consents, waivers and ratifications distributions or proceeds in respect of the Pledged Shares Equity Interests. If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right subject to receive the Intercreditor Agreements, to declare any Secured Obligations due and retain cash payable or seek or pursue any other relief or remedy available to them under Requirements of Law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, upon request of the Term Loan Administrative Agent (as collateral agent and bailee for the ABL/SOA Secured Parties pursuant to the Term-ABL Intercreditor Agreement), all dividends made and distributions on or in respect the Pledged Equity Interests shall be paid directly to the Term Loan Administrative Agent (as collateral agent and bailee for the ABL/SOA Secured Parties pursuant to the Term-ABL Intercreditor Agreement) and retained by it as part of the Pledged Shares; providedCollateral, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this the Intercreditor Agreements, and, if the Term Loan Administrative Agent shall so request in writing, each Grantor agrees to execute and deliver to the Term Loan Administrative Agent (as collateral agent and bailee for the ABL/SOA Secured Parties pursuant to the Term-ABL Intercreditor Agreement) appropriate additional dividend, distribution and other orders and documents to that end; and provided further that no vote shall be cast if such Event of Default is cured, any such dividend or consentdistribution theretofore paid to the Term Loan Administrative Agent shall, waiver or ratification given or action taken which would impair upon request of such Grantor (except to the Collateral extent theretofore applied to the Term Loan Secured Obligations or the security interests granted herebyABL/SOA Secured Obligations (each as defined in the Term-ABL Intercreditor Agreement), be returned by the Term Loan Administrative Agent to such Grantor. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So long as no portion Default pursuant to Section 12.1.3 of the Liabilities Credit Agreement as to the Pledgor or an Event of Default shall have occurred and shall be due continuing: (i) Subject to the provisions of the Credit Agreement and payablenotwithstanding the provisions of Section 2(a) of this Agreement, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral which it is otherwise entitled to receive, stock but any and all Securities and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock or other Securities of any or all of the issuer thereof Issuers or received in exchange for the Pledged Shares Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which any or all of the issuer thereof Issuers may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Administrative Agent or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeAdministrative Agent's instructions) to be held subject to the terms of this Agreement; and provided further that no vote , and, until delivery to the Administrative Agent, such Collateral shall be cast or consentheld by the Pledgor separate and apart from its other property in trust for the Administrative Agent, waiver or ratification given or action taken which would impair for the benefit of the Banks and the holders of the Senior Notes. (ii) If the Collateral or any part thereof shall have been registered in the security interests granted herebyname of the Administrative Agent or its sub-agent, the Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such dividend orders and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to Section 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion a Default pursuant to Section 12.1.3 of the LiabilitiesCredit Agreement as to the Pledgor or an Event of Default, all rights of the Pledgor pursuant to Section 3(a6(a)(i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Administrative Agent shall have the sole and exclusive right and authority to vote, receive and retain the dividends and other payments in respect of the Collateral which the Pledgor would otherwise be authorized to give consents, waivers retain. All such dividends and ratificationspayments, and receive all dividends other distributions made on or in respect of the Collateral which may at any time and distributions from time to time be held by the Pledgor, shall, until delivery to the Administrative Agent, be held by the Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks and the holders of the Senior Notes. Any and all money and other property paid over to or received by the Administrative Agent pursuant to Section 3(athe provisions of this paragraph (b) shall be retained by the Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. The Borrower will not, and will not permit any --------------- of its Subsidiaries to, declare or pay any dividends (a) So long as no portion other than dividends payable solely in common stock of the Liabilities shall be due and payableBorrower or any such Subsidiary, as the Pledgor shall be entitled case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to vote the Pledged Sharesits stockholders as such, to give consentsor redeem, waivers and ratifications retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of the Pledged Shares and to receive and retain cash dividends made on any of such shares), or in respect set aside any funds for any of the Pledged Shares; providedforegoing purposes, however, that and the Borrower will not permit any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital its Subsidiaries to purchase or other distributions made on or in respect otherwise acquire for consideration any shares of any class of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares Borrower or any part thereof other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that: (i) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Subsidiary Guarantor; (ii) the Borrower may redeem or purchase shares of Borrower Common Stock or options to purchase Borrower Common Stock, as a result the case may be, held by former employees of the Borrower or any of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (x) the only consideration paid by the Borrower -------- in respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven and (C) the aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Initial Borrowing Date, shall not exceed $5,000,000, and (z) at the time of any mergercash payment or forgiveness of liabilities permitted to be made pursuant to this Section 9.06(ii), consolidationincluding any cash payment under a Shareholder Subordinated Note, acquisition no Default or other exchange Event of assets Default shall then exist or result therefrom; (iii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to which the issuer thereof may Section 9.13(c), with such Dividends to be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor paid in accordance with the Pledgee's instructionsterms of the respective certificate of designation therefor; (iv) any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to be held subject to its shareholders or partners generally, so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of this Agreement; and provided further that no vote any agreements applicable thereto); (v) the Recapitalization shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby.permitted; and (bvi) Upon Pacer Logistics may pay regularly accruing Dividends with respect to Pacer Logistics Preferred Stock through the nonpaymentissuance of additional shares of Pacer Logistics Preferred Stock in accordance with the terms of the relevant Equity Financing Documents governing the same; (vii) to the extent the issuance of Borrower Exchange PIK Preferred Stock or Borrower Common Stock in exchange for Pacer Logistics Preferred Stock may be deemed to constitute a Dividend, when due, same shall be permitted so long as (x) in the case of any portion such issuance of Borrower Exchange PIK Preferred Stock, any such issuance (and exchange) is consummated in accordance (and consistent) with the requirements of Section 9.13(e) and (y) in the case of any issuance of Borrower Common Stock, any such issuance (and exchange) is consummated in accordance with (and consistent) with the requirements of the Liabilitiesrelevant Equity Financing Documents governing the Pacer Logistics Preferred Stock; (viii) on and after the issuance of Borrower Exchange PIK Preferred Stock in accordance with the requirements of Section 9.13(e), all rights the Borrower may pay regularly accruing Dividends with respect thereto through the issuance of additional shares of Borrower Exchange PIK Preferred Stock in accordance with the terms of the Pledgor pursuant Borrower Exchange PIK Preferred Stock Documents governing the same; and (ix) the Borrower may pay regularly accruing Dividends with respect to Section 3(aQualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash) hereof shall, at in accordance with the election terms of the Pledgee, cease, and documentation governing the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofsame.

Dividends, Etc. (a) So long as no portion Event of the Liabilities shall be due Default has occurred and payableis continuing, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that exercise any and all cashvoting rights and powers relating or pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement. Any and all stock dividends, stock and/or liquidating dividends, distributions in distribution of property, returns of capital redemption or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof of the Pledged Collateral or received in exchange for the Pledged Shares Collateral or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof Pledgor may be a party or otherwise, and any and all cash and other property received in payment of the principal of or in redemption of or in exchange for any Pledged Collateral (either at maturity, upon call for redemption or otherwise), shall be and become part of the Pledged Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee Lender and shall forthwith be delivered to the Pledgee Lender or its designated nominee agent (accompanied, if appropriate, accompanied by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeLender's instructions) to be held subject to the terms of this Pledge Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) . Upon the nonpaymentoccurrence of an Event of Default and so long as such Event of Default shall continue, when due, of any portion at the option of the LiabilitiesLender (subject to applicable law), all rights of the Pledgor to exercise the voting rights and powers which the Pledgor is entitled to exercise pursuant to Section 3(a) hereof shall, at the election of the Pledgee, Subsection 7.1 shall cease, and all such rights shall thereupon become vested in the Pledgee Lender, and the Lender shall have the sole and exclusive right and authority to vote, exercise such voting and/or consensual rights and powers. Any and all cash and other property paid over to give consents, waivers and ratificationsor received by the Lender pursuant to the provisions of this Subsection 7.3 shall be retained by the Lender as part of the Pledged Collateral, and receive all dividends shall be applied in accordance with the provisions hereof. Concurrently with his execution of this Agreement, the Pledgor shall execute and distributions pursuant deliver to Section 3(athe Lender an irrevocable proxy to vote the Pledged Shares, substantially in the form of Exhibit A. After the occurrence and during the continuance of an Event of Default, the Pledgor shall deliver to the Lender such further evidence of such irrevocable proxy or such further irrevocable proxies to vote any shares of stock constituting part of the Pledged Collateral as the Lender may request. The Lender at any time may extend or renew for one or more periods (whether or not longer than the original period) hereofthe Obligations, and grant releases, compromises or indulgences with respect to the Obligations or any extension or renewal thereof or any security therefor or to any obligor hereunder or thereunder without impairing the Lender's rights, or releasing the Pledgor from its obligations hereunder.

Dividends, Etc. (ai) So long as no portion of the Liabilities shall be due Default has occurred and payableis continuing, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers receive any and ratifications in respect of all cash dividends on the Pledged Shares which it is otherwise entitled to receive, together with any and to receive all dividends, distributions in property, returns of capital or other distributions and retain cash dividends payments made on or in respect of the Pledged Shares; provided, however, that Shares (any and all cashof the foregoing, "Dividends"), but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the CUSIP NO. 45810F 10 1 13D Page 29 of 40 Pages Pledged Shares Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof Issuer, or received in exchange for the Pledged Shares or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Lender or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeLender's instructions) to be held subject to the terms of this Agreement; Agreement and provided further that no vote the other LC Documents. (ii) If the Pledged Shares shall have been registered in the name of Lender or its agent, Lender shall execute and deliver (or cause to be cast executed and delivered) to Pledgor all such dividend orders and other instruments as Pledgor may request for the purpose of enabling Pledgor to receive the dividends or consent, waiver or ratification given or action taken other payments which would impair the Collateral or the security interests granted herebyit is authorized to receive and retain pursuant to clause (i) above. (b) Upon Pledgor agrees to deliver (properly endorsed when required) to Lender, after a Default shall have occurred, promptly upon request of Lender, such proxies and other documents as may be necessary for Lender to exercise the nonpaymentvoting power with respect to the Pledged Shares then or previously owned by Pledgor. In the event any Default has occurred and is continuing, when due, of any portion and all Dividends paid on or in respect of the LiabilitiesPledged Shares which may at any time and from time to time be received by Pledgor shall promptly be delivered by Pledgor to Lender, and until delivery to Lender, any and all rights of the such Dividends shall be held by Pledgor separate and apart from its other property in trust for Lender. Any and all Dividends paid over to or received by Lender pursuant to Section 3(athe provisions of this paragraph (b) hereof shall, at shall be retained by Lender as additional Collateral hereunder and be applied in accordance with the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) provisions hereof.

Dividends, Etc. (a) So long Parent will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as no portion such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications any class of its capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the Pledged Shares foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of either Borrower or any other Subsidiary of Parent (excluding any purchase by any Subsidiary of capital stock of any of its Subsidiaries), as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing “Dividends”), except that: (i) any Subsidiary of either Borrower may pay Dividends to its equityholders and the applicable Borrower or any Subsidiary of Parent may pay Dividends to receive Parent; (ii) Parent may redeem or repurchase Parent Common Stock and retain cash dividends made on Series A Preferred (and any options or warrants relating thereto) from any present or former member of management or other key employee upon the death, permanent disability, retirement or termination of employment of any such Person (any such event in respect of a present or former member of management or a key employee, a “Repurchase Triggering Event”), provided that (x) no Default under Section 9.1 or Event of Default is then in existence or would arise therefrom, (y) the Pledged Shares; provided, however, that any and aggregate amount of all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or cash paid in respect of such shares so redeemed or repurchased from all such Persons (other than pursuant to the Pledged Shares resulting from Pike Holdings 2005 Employee Stock Purchase Plan) shall not exceed $2,000,000 in any fiscal year of Parent or $6,000,000 in the aggregate after the Original Borrowing Date and (z) the aggregate amount of all cash paid in respect of such shares so redeemed or repurchased in accordance with the Pike Holdings 2005 Employee Stock Purchase Plan shall not exceed $1,500,000 in the aggregate after the First Restatement Effective Date and; provided further that in the event that Parent subsequently resells to any member of its, OpCo’s or any of their respective Subsidiaries’ management, to any key employee or to a subdivisionparty acceptable to the Administrative Agent (provided that any such party shall simultaneously transfer all such shares purchased by it to a member of management of Parent, combination the Borrowers or reclassification such Subsidiary or a key employee, or for the benefit of one or more members of management or key employees (to the extent that such shares are, simultaneously with such transfer, reserved for issuance to such members of management or such key employees pursuant to an employee incentive plan)) any shares redeemed or repurchased pursuant to this clause (ii), the amount of repurchases Parent may make pursuant to this clause (ii) shall be increased by an amount equal to any cash received by Parent upon the resale of such shares or upon the issuance of shares to members of management, key employees or other party; (iii) [Intentionally Omitted]; (iv) Parent may, in accordance with the terms of the outstanding capital stock Series A Preferred and if no Event of Default shall have occurred and then be continuing, repurchase shares of the issuer thereof Series A Preferred transferred in violation of the transfer restrictions applicable to such shares set forth in Section 10(c) of the Certificate of Designations for the Series A Preferred, provided that (x) no such repurchase shall be for an amount in excess of the sum of (A) the Available Amount plus (B) the unused amount permitted by Section 8.6(o), in each case, at the time of such repurchase and (y) the aggregate amount expended subsequent to the Original Borrowing Date in connection with all such repurchases shall not exceed $5,000,000; (v) Parent may effect adjustments to the adjusted base value of (a) the Series A Preferred in accordance with the terms of the Series A Preferred and (b) the Additional Permitted Preferred in accordance with the terms of the Additional Permitted Preferred; (vi) Parent may (A) so long as the Leverage Ratio is then less than or received equal to 2.75 to 1.00, redeem or repurchase Parent Common Stock held by LGB and its Affiliates in exchange for the Pledged Shares issuance by Parent of preferred stock of Parent having terms not less favorable to the Lenders than the terms of the Series A Preferred, provided that the inclusion in such preferred stock of (x) a higher dividend rate than that included in the Series A Preferred or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets (y) voting rights different from those granted to which the issuer thereof may Series A Preferred shall be a party or otherwisedeemed not to be less favorable to the Lenders, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered (B) redeem or repurchase Series A Preferred pursuant to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments conversion of assignment and/or stock powers executed by the Pledgor Series A Preferred into Parent Common Stock in accordance with the Pledgee's instructionsterms of the Series A Preferred; (vii) in addition to be held subject the Series A Preferred repurchased pursuant to Sections 8.9(a)(ii) and (iv), Parent may at any time, in accordance with the terms of the Series A Preferred and if no Event of Default shall have occurred and then be continuing, repurchase shares of the Series A Preferred in an aggregate amount expended subsequent to the First Restatement Effective Date not exceeding the sum of (x) $5,000,000 and (y) the aggregate amount of Equity Contributions not previously utilized pursuant to clauses (y)(1), (y)(2) and (y)(3) of the definition of “Available Amount” prior to the date of such repurchase; (viii) on or before April 10, 2005, OpCo may pay a dividend in one or more installments to Parent in an amount not in excess of the Tranche C Term Loans to permit Parent to, and Parent may (A) in addition to the Series A Preferred purchased pursuant to Sections 8.9(a)(ii), (iv) and (vii), at any time in accordance with the terms of the Series A Preferred, redeem or repurchase shares of the Series A Preferred in an aggregate amount expended subsequent to the First Amendment Effective Date not exceeding $20,000,000 and (B) redeem or repurchase Parent Common Stock and options for Parent Common Stock and make payments for partial cancellation of options for Parent Common Stock in an aggregate amount expended subsequent to the First Amendment Effective Date, under this Agreementclause (B), not exceeding $127,500,000; (ix) Parent may (A) pay, redeem or repurchase Dividends on any date on which no Default or Event of Default is in existence or would be in existence on a pro forma basis after giving effect to the payment, redemption or repurchase of such Dividend and (B) pay, redeem or repurchase any Dividend within 60 days after the date of declaration of the Dividend if at the date of declaration the Dividend would have complied with subclause (A) of this clause (ix); provided that (x) the aggregate cumulative amount of Dividends payable under this clause (ix) shall not exceed (1) the sum of $30,000,000 and 50% of the cumulative Excess Cash Flow (commencing with Excess Cash Flow in respect of Parent’s fiscal year ending June 30, 2010) minus (2) the sum of the value of all cash collateral securing obligations under all Permitted Letter of Credit Facilities and the aggregate cumulative amount of cash expended by the Credit Parties in connection with all Credit Parties Loan Purchases; (y) the Leverage Ratio for the most recent Test Period last ended on or before the date of payment of such Dividend is less than 2.00 to 1.00 on a pro forma basis after giving effect to the payment of such Dividend; and provided further (z) there are no Revolving Loans outstanding as of the date of declaration of such Dividend (it being understood that no vote outstanding Letters of Credit shall not be cast considered to be Revolving Loans for purposes of this clause (z)); (x) Parent may issue any class or consentseries of capital stock so long as such class or series of capital stock (i) is not convertible into Indebtedness, waiver (ii) is not due or ratification given redeemable (whether by voluntary or action taken which would impair mandatory redemption and whether by means of a change of control provision, put right, event of default or any other similar provision) prior to the Collateral Tranche C Term Facility Final Maturity Date and (iii) does not contain terms that, directly or indirectly, establish financial covenants or establish approval right over mergers, acquisitions, dispositions or other similar matters, and must otherwise have terms reasonably satisfactory to the security interests granted herebyAdministrative Agent. (b) Upon Parent will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the nonpayment, when due, ability of any portion Subsidiary to (a) pay Dividends or make other distributions or pay any Indebtedness owed to either Borrower or any other Subsidiary of Parent, (b) make loans or advances to OpCo or any other Subsidiary of Parent or (c) transfer any of its properties or assets to either Borrower or any Subsidiary of Parent or (B) the ability of either Borrower or any other Subsidiary of Parent to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary of either Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Liabilitiescapital stock or assets of such Subsidiary, all rights so long as such sale or disposition is permitted under this Agreement; (v) any restriction or encumbrance with respect to any assets of the Pledgor either Borrower or any of their respective Subsidiaries imposed pursuant to an agreement which has been entered into for the sale or disposition of such assets, provided that such sale or disposition is permitted under this Agreement and such restriction or encumbrance shall only be effective against the assets to be sold or disposed of; (vi) Liens permitted under Section 3(a8.3 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, provided that such prohibitions or restrictions apply only to the assets subject to such Liens; and (vii) hereof shall, at restrictions on the election ability of the Pledgee, cease, either Borrower to create Liens on investment assets acquired by either Borrower with amounts constituting deferred compensation owing to current and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions former employees pursuant to Section 3(a) hereofthe Deferred Compensation Plan or any Deferred Compensation Agreement (or amounts equal to the earnings or gains on such investment assets).

Dividends, Etc. (a) So long as no portion Event of Default shall have occurred and shall be continuing: (i) Subject to the provisions of the Liabilities shall be due Credit Agreement and payablenotwithstanding the provisions of Section 2(a) of this Agreement, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral which it is otherwise entitled to receive, stock but any and all Securities and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock or other Securities of the issuer thereof AEILIC, or received in exchange for the Pledged Shares Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof AEILIC may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Agent or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's Agent’s instructions) to be held by the Agent subject to the terms of this Agreement; and provided further that no vote Agreement and, until delivery to the Agent, shall be cast or consentheld by the Pledgor separate and apart from its other property in trust for the Agent, waiver or ratification given or action taken which would impair for the benefit of the Banks. (ii) If the Collateral or any part thereof shall have been registered in the security interests granted herebyname of the Agent or its sub-agent, the Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such dividend orders and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to Section 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion an Event of the LiabilitiesDefault, all rights of the Pledgor pursuant to Section 3(a6(a)(i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Agent shall have the sole and exclusive right and authority to votereceive and retain the dividends and other payments with respect of the Collateral which the Pledgor would otherwise be authorized to retain. All such dividends, to give consents, waivers and ratificationspayments, and receive all dividends other distributions and distributions payments made on or in respect of the Collateral which may at any time and from time to time be held by the Pledgor, shall, until delivery to the Agent, be held by the Pledgor separate and apart from its other property in trust for the Agent. Any and all money and other property paid over to or received by the Agent pursuant to Section 3(athe provisions of this paragraph (b) shall be retained by the Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. (ai) So any Subsidiary of the Borrower may pay cash dividends to the Borrower or to a Wholly-Owned Subsidiary of the Borrower; and (ii) so long as no portion Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may redeem or repurchase for cash (or in consideration of the Liabilities shall issuance of subordinated notes permitted to be due and payableissued by Section 8.04(i)), at fair value, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof Borrower (or received in exchange for --------------- options to purchase Capital Stock) from any employee of the Pledged Shares or any part thereof or as a result of any mergerBorrower upon the death, consolidationdisability, acquisition retirement or other exchange termination of assets to which the issuer thereof may be a party or otherwisesuch employee, and any and provided that all cash and other property received repurchases under this clause (ii) shall not exceed, in exchange for any Collateral shall be and become part the aggregate, when added to all payments made under the subordinated notes permitted by Section 8.04(i), $1,000,000 (increased by the amount of the Collateral pledged hereunder and, if proceeds --------------- received by the PledgorBorrower in connection with the issuance of Capital Stock to directors or employees of the Borrower and its Subsidiaries after the Restatement Effective Date); provided further, shall be held by the Pledgor in trust on behalf Borrower may effect such repurchases without regard to the dollar limitations set forth above solely with the proceeds of and key man life insurance obtained for the benefit purpose of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebymaking such repurchases. (b) Upon The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the nonpayment, when due, ability of any portion Subsidiary of the Liabilities, all rights Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary of the Pledgor Borrower, (b) make loans or advances to the Borrower or any other Subsidiary of the Borrower, or (c) transfer any of its properties or assets to the Borrower or any other Subsidiary of the Borrower or (B) the ability of the Borrower or any other Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement, the other Credit Documents and the other Transaction Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to Section 3(a) hereof shall, at an agreement which has been entered into for the election sale or disposition of all or substantially all of the PledgeeCapital Stock or assets of such Subsidiary, ceaseso long as such sale or disposition is permitted under this Agreement; and (v) Liens permitted under Section 8.03 and any documents or ------------ instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, and provided that such prohibitions or restrictions apply only to -------- the Pledgee shall have the sole and exclusive right and authority assets subject to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofsuch Liens.

Dividends, Etc. The Borrower will not (ax) So long as no portion directly or indirectly declare, order, pay or make any dividend (other than dividends payable solely in capital stock of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made Borrower) or other distribution on or in respect of any capital stock of any class of the Pledged Shares; providedBorrower, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns whether by reduction of capital or otherwise, or (y) directly or indirectly make, or permit any of its Subsidiaries to directly or indirectly make, any purchase, redemption, retirement or other distributions made acquisition of any capital stock of any class of the Borrower (other than for a consideration consisting solely of capital stock of the same class of the Borrower) or of any warrants, rights or options to acquire or any securities convertible into or exchangeable for any capital stock of the Borrower, unless, immediately prior to and immediately after giving effect to any such action, (i) no Default under section 10.1(a) or Event of Default shall have occurred and be continuing, (ii) the Borrower is in compliance with section 9.7, and (iii) the aggregate consideration paid by the Borrower and its Subsidiaries after June 30, 2000 for all purchases, redemptions, retirements or other acquisitions of any capital stock of any class of the Borrower is not in excess of $5,000,000. In addition, the Borrower will not permit any Subsidiary to directly or indirectly declare, order, pay or make any dividend (other than dividends payable solely in the same class of stock or other equity interests of such Subsidiary) or other distribution on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding any capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result other equity interests of any mergerclass of any Subsidiary, consolidation, acquisition whether by reduction of capital or otherwise except that (i) any Wholly-Owned Subsidiary may make dividend payments or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered distributions to the Pledgee Borrower and (ii) any Subsidiary which is not a Wholly-Owned Subsidiary may make dividend payments or its designated nominee (accompaniedother distributions in respect of capital stock or other equity interests to any holder of such equity interests other than the Borrower in an amount not to exceed, if appropriatein any fiscal year, the amount required by proper instruments such holder to pay any currently due tax obligations in respect of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebysuch equity interests. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So long The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as no portion such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications any class of its capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of the Pledged Shares and to receive and retain cash dividends made on any of such shares), or in respect set aside any funds for any of the Pledged Shares; providedforegoing purposes, however, that or permit any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital its Subsidiaries to purchase or other distributions made on or in respect otherwise acquire for consideration any shares of any class of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares Borrower or any part thereof other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that: (i) any Subsidiary of the Borrower may pay cash dividends to the Borrower or to a Wholly-Owned Subsidiary of the Borrower; and (ii) so long as a no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may redeem or repurchase for cash, at fair value, the capital stock of the Borrower (or options to purchase capital stock) from any mergeremployee of the Borrower upon the death, consolidationdisability, acquisition retirement or other exchange termination of assets to which such employee, provided, that all such repurchases under this clause (ii) shall not exceed, in the issuer thereof may be a party or otherwiseaggregate, and any and all cash and other property received in exchange for any Collateral shall be and become part $5,000,000 (increased by the amount of the Collateral pledged hereunder and, if proceeds received by the PledgorBorrower in connection with the issuance of capital stock to directors or employees of the Borrower and its Subsidiaries after the Initial Borrowing Date); provided further, shall be held by the Pledgor in trust on behalf Borrower may effect such repurchases without regard to the dollar limitations set forth above solely with the proceeds of and key man life insurance obtained for the benefit purpose of making such repurchase. (iii) the Pledgee and shall forthwith be delivered to the Pledgee or Borrower may pay regularly scheduled dividends on its designated nominee (accompanied, if appropriate, by proper instruments Senior Exchangeable Preferred Stock in additional shares of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject Senior Exchangeable Preferred Stock pursuant to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebythereof. (b) Upon The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the nonpayment, when due, ability of any portion Subsidiary of the Liabilities, all rights Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary of the Pledgor Borrower, (b) make loans or advances to the Borrower or any other Subsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any other Subsidiary of the Borrower or (B) the ability of the Borrower or any other Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) the Senior Note Documents; (iii) applicable law; (iv) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (v) any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to Section 3(a) hereof shall, at an agreement which has been entered into for the election sale or disposition of all or substantially all of the Pledgeecapital stock or assets of such Subsidiary, ceaseso long as such sale or disposition is permitted under this Agreement; and (vi) Liens permitted under Section 8.03 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, and provided that such prohibitions or restrictions apply only to the Pledgee shall have the sole and exclusive right and authority assets subject to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofsuch Liens.

Dividends, Etc. Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests, now or hereafter outstanding, return any capital to its stockholders, partners or members (aor the equivalent Persons thereof) So as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such or issue or sell any Equity Interests or accept capital contributions, or permit any of its Subsidiaries to do any of the foregoing or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower or issue or sell any Equity Interests therein, except that, so long as no portion Default shall have occurred and be continuing at the time of any action described in clauses (i) through (iii) below or would result therefrom, (i) the Borrower may (A) declare and pay dividends and distributions payable only in common stock of the Liabilities shall be due Borrower, (B) declare and payable, pay a dividend to its parent from the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect proceeds of the Pledged Shares Facility in the amount necessary to consummate the Restructuring; provided the aggregate unused principal amount of the Working Capital Facility (including drawn and undrawn amounts under outstanding Letters of Credit) is at least $5,000,000 immediately after payment of such dividend, (C) except to receive the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Advances pursuant to Section 2.06(b), purchase, redeem, retire, defease or otherwise acquire shares of its capital stock with the proceeds received from the issue of new shares of its capital stock with equal or inferior voting powers, designations, preferences and retain rights, and (D) declare and pay cash dividends made to the Parent on or in respect and after the date on which the Administrative Agent receives the audited financial statements of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions Borrower for the 2001 Fiscal Year in property, returns of capital or other distributions made on or in respect an amount equal to 50% of the Pledged Shares resulting from a subdivisionExcess Cashflow for such Fiscal Year, combination or reclassification (ii) any Subsidiary of the outstanding Borrower may (A) declare and pay cash dividends to the Borrower and (B) declare and pay cash dividends to any other wholly-owned Subsidiary of the Borrower of which it is a Subsidiary, (iii) the Borrower may issue (A) rights or options to acquire capital stock of the issuer thereof Borrower pursuant to employee stock purchase plans, director or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash employee option plans and other property received in exchange for any Collateral shall be employee benefit plans and become part (B) common stock upon the exercise of options issued under, or pursuant to, employee stock purchase plans, director or employee option plans and other employee benefit plans and (iv) the Collateral pledged hereunder and, if received by Borrower may consummate the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyPermitted Reorganization. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So long as no portion Default pursuant to Section 12.1.3 of the Liabilities Credit Agreement as to the Pledgor or an Event of Default shall have occurred and shall be due continuing: (i) Subject to the provisions of the Credit Agreement and payablenotwithstanding the provisions of Section 2(a) of this Agreement, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral which it is otherwise entitled to receive, stock but any and all Securities and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a 25605\091\10EXE4MB.001 subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock or other Securities of any or all of the issuer thereof Issuers or received in exchange for the Pledged Shares Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which any or all of the issuer thereof Issuers may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Administrative Agent or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeAdministrative Agent's instructions) to be held subject to the terms of this Agreement; and provided further that no vote , and, until delivery to the Administrative Agent, such Collateral shall be cast or consentheld by the Pledgor separate and apart from its other property in trust for the Administrative Agent, waiver or ratification given or action taken which would impair for the benefit of the Banks and the holders of the Senior Notes. (ii) If the Collateral or any part thereof shall have been registered in the security interests granted herebyname of the Administrative Agent or its sub-agent, the Administrative Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such dividend orders and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to Section 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion a Default pursuant to Section 12.1.3 of the LiabilitiesCredit Agreement as to the Pledgor or an Event of Default, all rights of the Pledgor pursuant to Section 3(a6(a) (i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Administrative Agent shall have the sole and exclusive right and authority to vote, receive and retain the dividends and other payments in respect of the Collateral which the Pledgor would otherwise be authorized to give consents, waivers retain. All such dividends and ratificationspayments, and receive all dividends other distributions made on or in respect of the Collateral which may at any time and distributions from time to time be held by the Pledgor, shall, until delivery to the Administrative Agent , be held by the Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks and the holders of the Senior Notes. Any and all money and other property paid over to or received by the Administrative Agent pursuant to Section 3(athe provisions of this paragraph (b) shall be retained by the Administrative Agent as 25605\091\10EXE4MB.001 additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. (a) So long The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, members and/or other owners as no portion such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications any class of its capital stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the Pledged Shares foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock or other ownership interests of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "DIVIDENDS"), except that: (i) any Subsidiary may pay dividends or return capital or make distributions and other similar payments with regard to receive its capital stock or other equity interests to the Borrower or to another Subsidiary; (ii) the repurchase of the Borrower's Series A Preferred Stock shall be permitted to be effected (x) pursuant to the Refinancing and retain (y) with the proceeds of Permitted Subordinated Debt incurred in compliance with Section 7.04(j) (the "EXCLUDED PREFERRED STOCK REFINANCING PROCEEDS"), so long as such proceeds are applied to such repurchase on the date of the Borrower's receipt thereof; and (iii) the Borrower may redeem or repurchase its stock (or options, warrants and/or appreciation rights in respect thereof) from shareholders, officers, employees, consultants and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise in accordance with any shareholder agreement, stock option plan or any employee stock ownership plan, PROVIDED that (x) no Default or Event of Default is then in existence or would arise therefrom and (y) the aggregate amount of all cash dividends made on or paid in respect of the Pledged Shares; providedall such shares, howeveroptions, that warrants and rights so redeemed or repurchased in any and all cashcalendar year, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebydoes not exceed $1,000,000. (b) Upon The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist (other than as a result of a requirement of law) any encumbrance or restriction which prohibits or otherwise restricts (A) the nonpayment, when due, ability of any portion Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (B) the ability of any Subsidiary to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Liabilitiescapital stock or assets of such Subsidiary, all rights so long as such sale or disposition is permitted under this Agreement; (v) Liens permitted under Sections 7.03(d), (m) and/or (n) and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, PROVIDED that such prohibitions or restrictions apply only to the assets subject to such Liens and (vi) any agreement or instrument governing Permitted Acquired Debt, to the extent such restriction or encumbrance (x) is not applicable to any Person or the properties or assets of any Person (other than the Person or the properties or assets of the Pledgor Person acquired pursuant to Section 3(athe respective Permitted Acquisition) hereof shall, at the election and (y) was not created (or made more restrictive) in connection with or in anticipation of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofrespective Permitted Acquisition.

Dividends, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, its stockholders or other equityholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders or other equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its Equity Interests, now or hereafter outstanding (aor any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the Equity Interests of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its Equity Interests) So (all of the foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that: (i) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Subsidiary Guarantor; (ii) the Borrower may redeem or purchase shares of Borrower Common Stock or options to purchase Borrower Common Stock, as the case may be, held by former employees of the Borrower or any of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (x) the only consideration paid by the Borrower in respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven and (C) the aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Initial Borrowing Date, shall not exceed $10,000,000, and (z) at the time of any cash payment or forgiveness of liabilities permitted to be made pursuant to this Section 9.06(ii), including any cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (iii) so long as no portion Default or Event of the Liabilities shall be due and payableDefault exists or would result therefrom, the Pledgor shall Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 9.13(c), with such Dividends to be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor paid in accordance with the Pledgee's instructionsterms of the respective certificate of designation therefor; (iv) any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to be held subject to its shareholders or partners generally, so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby.any agreements applicable thereto); (bv) Upon the nonpayment, when due, Borrower may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of any portion additional shares of Qualified Preferred Stock (but not in cash) in accordance with the terms of the Liabilitiesdocumentation governing the same; (vi) the Borrower may from time to time repurchase outstanding shares of Borrower Common Stock with cash and/or pay cash Dividends on Borrower Common Stock, all rights so long as (x) no Default or Event of Default then exists or would result therefrom and (y) the aggregate amount of cash expended to make or pay Dividends pursuant to this clause (vi) after the Initial Borrowing Date shall not exceed $20,000,000; (vii) the Borrower may from time to time repurchase outstanding shares of Borrower Common Stock with cash and/or pay cash Dividends on Borrower Common Stock, so long as (x) no Default or Event of Default then exists or would result therefrom and (y) the aggregate amount of cash expended to make or pay Dividends pursuant to this clause (vii) shall not exceed the Excess Proceeds Amount then in effect; and (viii) the Borrower may repurchase outstanding shares of Borrower Common Stock with cash and/or pay cash Dividends on Borrower Common Stock with the proceeds of issuances of Permitted Senior Subordinated Notes, so long as (x) no Default or Event of Default then exists or would exist after giving effect to the respective Dividend, (y) either (I) calculations are made by the Borrower of compliance with an Adjusted Total Leverage Ratio not to exceed 2.25:1.0, determined on a Pro Forma Basis after giving effect to the respective issuance of Permitted Senior Subordinated Notes (as if such issuance of Permitted Senior Subordinated Notes had been consummated on the first day of the Pledgor pursuant respective Calculation Period) or (II) the Borrower shall have satisfied the Minimum Ratings Condition on such date (after giving effect to Section 3(athe respective issuance of Permitted Senior Subordinated Notes) hereof shall, at and (z) the election Borrower shall furnish to the Administrative Agent a certificate from an Authorized Officer of the PledgeeBorrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.06(viii) and, ceaseif applicable, and containing the Pledgee shall have calculations required by the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofpreceding clause (y)(I).

Dividends, Etc. (a) So long as no portion Default pursuant to Section 10.1.2 of the Liabilities Credit Agreement as to a particular Pledgor or an Event of Default as to such Pledgor shall have occurred and shall be due continuing: (i) Subject to the provisions of the Credit Agreement and payablenotwithstanding the provisions of Section 2(a) of this Agreement, the such Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral pledged by such Pledgor which it is otherwise entitled to receive, but any and all capital stock and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral pledged by such Pledgor, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock of the issuer thereof Issuer, or received in exchange for the Pledged Shares such Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any such Collateral shall be and become part of the Collateral pledged hereunder and, if received by the such Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Administrative Agent or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the such Pledgor in accordance with the PledgeeAdministrative Agent's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair . (ii) If the Collateral pledged by any Pledgor or any part thereof shall have been registered in the security interests granted herebyname of the Administrative Agent or its subagent, the Administrative Agent shall execute and deliver (or cause to be executed and delivered) to such Pledgor all such dividend orders and other instruments as such Pledgor may request for the purpose of enabling such Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to Section 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion a Default pursuant to Section 10.1.2 of the LiabilitiesCredit Agreement as to Pledgor or an Event of Default as to such Pledgor, all rights of the such Pledgor pursuant to Section 3(a6(a)(i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Administrative Agent shall have the sole and exclusive right and authority to vote, receive and retain the dividends and other payments in respect of the Collateral which such Pledgor would otherwise be authorized to give consents, waivers retain. All such dividends and ratificationspayments, and receive all dividends other distributions made on or in respect of the Collateral which may at any time and distributions from time to time be held by such Pledgor, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks. Any and all money and other property paid over to or received by the Administrative Agent pursuant to Section 3(athe provisions of this paragraph (b) hereofshall be retained by the Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof and until delivery to the Administrative Agent, shall be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks.

Dividends, Etc. Each Pledgor agrees: (a) So long as no portion after any acceleration under the Credit Agreement or Default occurring on the Maturity Date, promptly upon receipt thereof by such Pledgor and without any request therefor by the Administrative Agent, to deliver (properly endorsed where required hereby or requested by the Administrative Agent) to the Administrative Agent all Dividends, Distributions, all interest, all principal, all other cash payments, and all proceeds of the Liabilities Collateral, all of which shall be due held by the Administrative Agent as additional Collateral for use in accordance with Section 6.4; and (b) after any Event of Default shall have occurred and payable, be continuing and the Administrative Agent has notified such Pledgor shall be entitled of the Administrative Agent’s intention to vote exercise its voting power under this Section 4.4(b), (i) the Administrative Agent may exercise (to the exclusion of such Pledgor) the voting power and all other incidental rights of ownership with respect to any Pledged Shares, Pledged Interests or other shares of capital stock, member interests or other ownership interests constituting Collateral and EACH PLEDGOR HEREBY GRANTS THE ADMINISTRATIVE AGENT AN IRREVOCABLE PROXY, EXERCISABLE UNDER SUCH CIRCUMSTANCES, TO VOTE THE PLEDGED SHARES, THE PLEDGED INTERESTS AND SUCH OTHER COLLATERAL, WITH SUCH PROXY TO REMAIN VALID UNTIL THE EARLIEST OF (A) SUCH TIME AS SUCH EVENT OF DEFAULT IS NO LONGER CONTINUING; AND (B) THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL SECURED OBLIGATIONS, THE TERMINATION OR EXPIRATION OF ALL COMMITMENTS AND THE TERMINATION OR EXPIRATION OF ALL LETTERS OF CREDIT; and (ii) promptly to give consentsdeliver to the Administrative Agent such additional proxies and other documents as may be necessary to allow the Administrative Agent to exercise such voting power. All Dividends, waivers Distributions, interest, principal, cash payments, and ratifications proceeds which may at any time and from time to time be held by each Pledgor but which such Pledgor is then obligated to deliver to the Administrative Agent, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent. The Administrative Agent agrees that unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given the notice referred to in Section 4.4(b), each Pledgor shall have the exclusive voting power with respect to any shares of capital stock, member interests, general or limited partnership interests or other ownership interest (including any of the Pledged Shares or Pledged Interests) constituting Collateral and the Administrative Agent shall, upon the written request of such Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by such Pledgor which are necessary to receive and retain cash dividends made on allow such Pledgor to exercise voting power with respect to any such share of capital stock, member interests, general or in respect limited partnership interests or other ownership interests (including any of the Pledged SharesShares or Pledged Interests) constituting Collateral; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast cast, or consent, waiver waiver, or ratification given given, or action taken which by such Pledgor that would impair the any Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, of be inconsistent with or violate any portion provision of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofCredit Agreement or any other Loan Document (including this Pledge Agreement).

Dividends, Etc. Not, and not permit any Restricted Subsidiary to, (a) So long as no portion declare or pay any dividends on any of the Liabilities shall be due and payableits capital stock (other than stock dividends), the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on (b) purchase or in respect of the Pledged Shares; provided, however, that redeem any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares Company or any part thereof Subsidiary or any warrants, options or other rights in respect of such stock, (c) make any other distribution to shareholders of the Company or any Subsidiary, (d) prepay, purchase, redeem or defease any Subordinated Debt or (e) set aside funds for any of the foregoing (any of the foregoing a "Restricted Payment"); provided that (i) any Restricted Subsidiary may declare and pay dividends to the Company or to another Wholly-Owned Restricted Subsidiary; (ii) so long as a no Event of Default exists or would result therefrom, the Company may (x) prepay, purchase, redeem or defease Subordinated Debt with the net proceeds of any merger, consolidation, acquisition sale of Equity Interests in the Company and (y) make distributions to members consisting of HHI Preferred Stock or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by Company in an amount not greater than the Pledgor, shall be held by Priority Amount (as defined in the Pledgor in trust on behalf Operating Agreement); provided that the aggregate value of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to this clause (y) in any Fiscal Year shall not exceed $10,000,000 plus the cash amount of any tax payable by the recipient with respect to any such payment; (iii) so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, the Company may make Permitted Tax Distributions; and (iv) so long as (A) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (B) after giving effect thereto, the Company will be in pro forma compliance with each of the financial covenants set forth in Section 3(a10.6 and (C) hereofafter giving effect thereto, the aggregate amount of all Restricted Payments made since July 30, 1998 (other than Restricted Payments permitted by clauses (i), (ii) and (iii) above) will not exceed 50% of the Company's Consolidated Net Income after March 31, 1997, the Company may make any other Restricted Payment.

Dividends, Etc. (a) So long as no portion Default pursuant to SECTION 10.1(f) of the Liabilities Credit Agreement or an Event of Default shall have occurred and shall be due continuing: (i) Subject to the provisions of the Credit Agreement and payablenotwithstanding the provisions of PARAGRAPH 2(a) of this Agreement, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral which it is otherwise entitled to receive, stock but any and all securities and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock of the issuer thereof CRL, or received in exchange for the Pledged Shares Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof CRL may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Lender or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeLender's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair . (ii) If the Collateral or any part thereof shall have been registered in the security interests granted herebyname of Lender or its sub-agent, Lender shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such dividend orders and other instruments as the Pledgor may request for the purpose of enabling the Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to SECTION 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion a Default pursuant to SECTION 10.1(f) of the LiabilitiesCredit Agreement or an Event of Default, all rights of the Pledgor pursuant to Section 3(aSECTION 6(a)(i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Lender shall have the sole and exclusive right and authority to votereceive and retain the dividends and other payments of the Collateral which the Pledgor would otherwise be authorized to retain. All such dividends, to give consents, waivers and ratificationspayments, and receive all dividends other distributions made on or in respect of the Collateral which may at any time and distributions from time to time be held by the Pledgor, shall, until delivery to Lender, be held by the Pledgor separate and apart from its other property in trust for Lender. Any and all money and other property paid over to or received by Lender pursuant to Section 3(athe provisions of this PARAGRAPH (b) shall be retained by Lender as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. (a) So long as no portion Event of the Liabilities Default shall have occurred and be due and payablecontinuing, the Pledgor Grantor shall be entitled to vote the Pledged Sharesreceive and retain any and all dividends, to give consents, waivers interest and ratifications other distributions paid in respect of the Pledged Shares Collateral if and to receive and retain cash dividends made on or in respect the extent that the payment thereof is not otherwise prohibited by the terms of the Pledged SharesLoan Documents; provided, however, that any and all cash, stock and/or liquidating all: (a) dividends, distributions in property, returns of capital or interest and other distributions made on paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, (b) dividends and other distributions paid or payable in cash in respect of the Pledged Shares resulting from any Collateral in connection with a subdivisionpartial or total liquidation or dissolution or in connection with a reduction of capital, combination capital surplus or reclassification paid-in-surplus and (c) cash paid, payable or otherwise distributed in respect of the outstanding capital stock of the issuer thereof principal of, or received in redemption of, or in exchange for the Pledged Shares or any part thereof or as a result of any mergerfor, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be, and shall be forthwith delivered to the Agent to hold as Collateral and become part of the Collateral pledged hereunder andshall, if received by the PledgorGrantor, shall be held by the Pledgor received in trust on behalf of and for the benefit of the Pledgee Agent, be segregated from the other property or funds of the Grantor and shall be forthwith be delivered to the Pledgee or its designated nominee Agent as Collateral in the same form as so received (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyany necessary indorsement). (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion an Event of the Liabilities, all Default: (i) All rights of the Pledgor Grantor to receive the dividends, interest and other distributions that it would otherwise be authorized to receive and retain pursuant to Section 3(a6(a) hereof shall, at the election of the Pledgee, shall automatically cease, and all such rights shall thereupon become vested in the Pledgee Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and exclusive right other consensual rights and authority to votereceive and hold as Collateral such dividends, interest and other distributions. (ii) All dividends, interest and other distributions that are received by the Grantor contrary to give consentsthe provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of the Agent, waivers shall be segregated from other funds of the Grantor and ratifications, and receive all dividends and distributions pursuant shall be forthwith paid over to Section 3(a) hereofthe Agent as Collateral in the same form as so received (with any necessary indorsement).

Dividends, Etc. (a) So long as no portion Default or Event of the Liabilities Default, shall have occurred and be due and payablecontinuing, the Pledgor Trust shall be entitled to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares, Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or ramifications in respect of the Pledged Shares; provided, however, that but any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the any issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the any issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be be, and become part of the Collateral pledged hereunder and, if received by the PledgorTrust, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor Trust in accordance with the PledgeeCompany's instructions) to be held subject to the terms of this Agreement; Agreement and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebyPlan. (b) Upon the nonpaymentoccurrence and during the continuance of an Event of Default, when due, subject to the terms of any portion of the LiabilitiesSection 4(b) hereof, all rights of the Pledgor Trust pursuant to Section 3(a5(a) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Company shall have the sole and exclusive right and authority to votereceive and retain the dividends which the Trust would otherwise be authorized to retain and, to the extent permitted by law, to vote and give consents, waivers and ratifications, and receive all dividends and distributions ramifications pursuant to Section 3(a5(a) hereof. Any and all money and other property paid over to or received by the Company pursuant to the provisions of this paragraph (b) shall be retained by the Company as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. Except for (a) So long as no portion of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect preferred stock of the Pledged Shares; providedBorrower when no Default has occurred, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions (b) dividends made on or in respect common stock of the Pledged Shares resulting from a subdivision, combination Borrower and the repurchase or reclassification redemption of the outstanding capital stock of the issuer thereof Borrower, in each case, when no Default has occurred and which do not, in the aggregate in any Fiscal Year, exceed 5% of the Consolidated Equity of the Borrower as of December 31 of the Fiscal Year immediately preceding the Fiscal Year in which such dividend, repurchase or received redemption is to be made; provided, further, that, to the extent the aggregate amount of such dividends, repurchases or redemptions in exchange any Fiscal Year is less than the amount permitted for such Fiscal Year, the Pledged Shares Borrower may carry over the additional amount to any succeeding Fiscal Year, and (c) in addition to clauses (a) and (b), repurchases of capital stock of the Borrower when no Default has occurred in an aggregate amount not to exceed $20,000,000 during the term of this Agreement, not (i) declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or any part thereof or as a result of any mergeroption, consolidation, acquisition warrant or other exchange of assets right to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part acquire shares of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of Borrower's capital stock (other than any such payment pursuant to stock appreciation rights granted and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor exercised in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; applicable rules and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, of any portion regulations of the Liabilities, all rights Securities and Exchange Commission); or (ii) make any deposit for any of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofforegoing purposes.

Dividends, Etc. (a) So long as no portion Default pursuant to Section 10.1.2 of the Liabilities Credit Agreement as to a particular Pledgor or an Event of Default as to such Pledgor shall have occurred and shall be due continuing: (i) Subject to the provisions of the Credit Agreement and payablenotwithstanding the provisions of Section 2(a) of this Agreement, the such Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends and payments on the Collateral pledged by such Pledgor which it is otherwise entitled to receive, but any and all capital stock and/or liquidating dividends, payments, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral pledged by such Pledgor, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock of the issuer thereof Issuer, or received in exchange for the Pledged Shares such Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof Issuer may be a party or otherwise, and any and all cash and other property received in exchange for any such Collateral shall be and become part of the Collateral pledged hereunder and, if received by the such Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Administrative Agent or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the such Pledgor in accordance with the PledgeeAdministrative Agent's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair . (ii) If the Collateral pledged by any Pledgor or any part thereof shall have been registered in the security interests granted herebyname of the Administrative Agent or its sub-agent, the Administrative Agent shall execute and deliver (or cause to be executed and delivered) to such Pledgor all such dividend orders and other instruments as such Pledgor may request for the purpose of enabling such Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to Section 6(a)(i) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion a Default pursuant to Section 10.1.2 of the LiabilitiesCredit Agreement as to Pledgor or an Event of Default as to such Pledgor, all rights of the such Pledgor pursuant to Section 3(a6(a)(i) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Administrative Agent shall have the sole and exclusive right and authority to vote, receive and retain the dividends and other payments in respect of the Collateral which such Pledgor would otherwise be authorized to give consents, waivers retain. All such dividends and ratificationspayments, and receive all dividends other distributions made on or in respect of the Collateral which may at any time and distributions from time to time be held by such Pledgor, shall, until delivery to the Administrative Agent, be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks. Any and all money and other property paid over to or received by the Administrative Agent pursuant to Section 3(athe provisions of this paragraph (b) hereofshall be retained by the Administrative Agent as additional Collateral hereunder and be applied in accordance with the provisions hereof and until delivery to the Administrative Agent, shall be held by such Pledgor separate and apart from its other property in trust for the Administrative Agent, for the benefit of the Banks.

Dividends, Etc. The Borrower will not declare or pay any dividends (a) So long as no portion other than dividends payable solely in common stock of the Liabilities shall be due and payableBorrower) on, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications or make any other distribution or payment on account of (other than in respect shares of the Pledged Shares and to receive and retain cash dividends made on or in respect common stock of the Pledged Shares; providedBorrower), howeverand the Borrower will not, that and will not permit any and all cashof its Subsidiaries to, stock and/or liquidating dividendspurchase, distributions in propertyredeem, returns retire or otherwise acquire, any shares of capital or other distributions made on or in respect any class of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof Borrower, whether now or received hereafter outstanding, UNLESS at the time of such declaration, payment, distribution, purchase, redemption, retirement or other acquisition, and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing or shall result therefrom, and (ii) the sum of (A) the aggregate amount of all dividends declared on, and distributions and payments made with respect to such capital stock (except in exchange shares of common stock of the Borrower) subsequent to September 30, 1996, PLUS (B) the aggregate amount of all purchases, redemptions, retirements and other acquisitions of shares of capital stock of the Borrower made subsequent to September 30, 1996, will not be in excess of an amount equal to 50% of the Consolidated Net Income of the Borrower for the Pledged Shares or any part thereof or period (considered as a result single accounting period) which commenced October 1, 1996 and which terminates at the end of the last calendar month preceding the date of such proposed declaration, payment, distribution, purchase, redemption, retirement or other acquisition (or, in case such Consolidated Net Income of the Borrower shall be a loss for such period, then $-0-), excluding from such Consolidated Net Income any gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and other one-time non-cash gains, which are included therein. The provisions of this section 9.6 shall not prevent the payment of any mergerdividend which on the date of its declaration shall not be prohibited by this section 9.6, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral PROVIDED that such declaration shall be and become part have been within 60 days of the Collateral pledged hereunder and, if received by payment date and no Default or Event of Default shall otherwise have occurred and be continuing on the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted herebypayment date. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So long as no portion Default shall have occurred and be continuing: (i) Subject to the provisions of the Liabilities shall be due and payableSecured Credit Agreement, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cashcash dividends on the Collateral which it is otherwise entitled to receive, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares Collateral, whether resulting from a subdivision, combination combination, reclassification or reclassification conversion of the outstanding capital stock of the issuer thereof any issuer, or received in exchange for the Pledged Shares Collateral or any part thereof thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which the any issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee Lender or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the PledgeeLender's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair . (ii) If the Collateral or any part thereof shall have been registered in the security interests granted herebyname of Lender or its agent, Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such dividend orders and other instruments as Pledgor may request for the purpose of enabling Pledgor to receive the dividends or other payments which it is authorized to receive and retain pursuant to CLAUSE (I) above. (b) Upon the nonpayment, when due, occurrence and during the continuance of any portion of the Liabilities, a Default (i) all rights of the Pledgor pursuant to Section 3(aSECTION 6(A)(I) hereof shall, at the election of the Pledgee, cease, shall cease and the Pledgee Lender shall have the sole and exclusive right and authority to votereceive and retain the dividends which Pledgor would otherwise be authorized to retain, to give consents, waivers and ratifications(ii) all such dividends, and receive all dividends other distributions and distributions payments made on or in respect of the Collateral which may at any time and from time to time be held by Pledgor, shall, until delivery to Lender, be held by Pledgor separate and apart from its other property in trust for Lender, and (iii) any and all money and other property paid over to or received by Lender pursuant to Section 3(athe provisions of this PARAGRAPH (B) shall be retained by Lender as additional Collateral hereunder and be applied in accordance with the provisions hereof.

Dividends, Etc. Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such, or permit any of its Subsidiaries to do any of the foregoing or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of the Borrower or any warrants, rights or options to acquire such capital stock, except: (a) So long as no portion At any time after the redemption in full of the Liabilities Senior Notes, the Borrower may declare and pay dividends and distributions payable solely in capital stock of the Borrower; (b) A Subsidiary of the Borrower may declare and pay dividends and distributions to the Borrower or any other Loan Party; (c) The Borrower may consummate the ▇▇▇▇▇ Acquisition in accordance with the terms and conditions of the ▇▇▇▇▇ Acquisition Documents; (d) Issuances of stock expressly permitted by Section 6.18; (e) The Borrower may make certain put and call payments (including any interest thereon) to the Initial Turecamo Stockholders and their permitted transferees in accordance with the terms of the Stockholders Agreement (as defined in the ▇▇▇▇▇ Acquisition Agreement) (the "PUT PAYMENTS"); PROVIDED, HOWEVER, that (x) no such Put Payments shall be due made to such Initial Turecamo Stockholders or their Permitted Transferees at any time prior to April 1, 2001 and payable(y) no such Put Payments shall be made to such Initial Turecamo Stockholders and their Permitted Transferees who are employees of the Borrower or any of its Subsidiaries at any time prior to April 1, 2003; PROVIDED, FURTHER, that the Borrower shall not be permitted to make such Put Payments unless (A) (x) in the case of the first Put Payment, a new Visual Survey is delivered to the Administrative Agent and the Lender Parties and (y) in the case of any subsequent Put Payments, a Desk Top Appraisal is delivered to the Administrative Agent and the Lender Parties; PROVIDED, HOWEVER, that, in the case of clause (y) above, if the most recent Visual Survey is more than three (3) years old at the time any such Put Payments are to be made, then a new Visual Survey must be completed and delivered to the Administrative Agent and the Lender Parties prior to the making of such Put Payments; (B) the Borrower is in compliance, on a pro forma basis, with each of the financial covenants set forth in Section 6.17 and Article 8, after giving effect to the making of the Put Payments; and (C) the Unused Revolving Credit Commitment is an amount equal to or greater than $10,000,000, after giving effect to the making of the Put Payments. Notwithstanding the foregoing, in the case of the death or disability (as used or defined in the Stockholders Agreement) of an Initial Turecamo Stockholder, the Pledgor restrictions set forth in the provisos in this clause (e) shall not be entitled applicable with respect to vote any Put Payments to be made to such deceased or disabled (as used or defined in the Pledged SharesStockholders Agreement) Initial Turecamo Stockholder; (f) The Borrower may redeem or repurchase its capital stock held by any of the ▇▇▇▇▇ Individuals and may make Compensation Payments to the ▇▇▇▇▇ Individuals in respect of such redemption or purchase, but solely to give consentsthe extent expressly permitted under, waivers and ratifications subject to the limitations set forth in, Section 6.19; and (g) The Borrower or its Subsidiaries may make distributions or payments to the Initial Turecamo Stockholders in an amount equal to (i) the aggregate Tax Distributions (as defined in the ▇▇▇▇▇ Acquisition Documents) in respect of the Pledged Shares and period from January 1, 1998 through the date of closing of the transactions as contemplated by the ▇▇▇▇▇ Acquisition Agreement MINUS (ii) all Tax Distributions previously distributed by the Borrower or its Subsidiaries to receive and retain cash dividends made on or the Initial Turecamo Stockholders in respect of the Pledged Shares; providedperiod from January 1, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns 1998 through the date of capital or other distributions made on or in respect closing of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or transactions as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received contemplated by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered ▇▇▇▇▇ Acquisition Agreement pursuant to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby▇▇▇▇▇ Acquisition Documents. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. The Borrower will not, nor will the -------------- Borrower permit any of its Subsidiaries to, declare or pay any dividends (aother than dividends payable solely in common stock of such Borrower or any such Subsidiary, as the case may be) So long or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as no portion such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of the Liabilities shall be due and payableany class of its capital stock, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of the Pledged Shares and to receive and retain cash dividends made on any of such shares), or in respect set aside any funds for any of the Pledged Shares; providedforegoing purposes, however, that and the Borrower will not permit any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital its Subsidiaries to purchase or other distributions made on or in respect otherwise acquire for consideration any shares of any class of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares Borrower or any part thereof other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating it to make payments to such Derivatives Counterparty as a result of any mergerchange in market value of its capital stock (all of the foregoing "Dividends"), consolidationexcept that: (i) any Subsidiary of the Borrower may pay Dividends (directly or indirectly) to the Borrower or any Guarantor; (ii) the Borrower may redeem or purchase shares of Borrower Common Stock or options to purchase Borrower Common Stock, acquisition as the case may be, held by former employees or other exchange directors of assets to which the issuer thereof may be a party Borrower or any of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (w) the only consideration paid by -------- the Borrower in respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Shareholder Subordinated Notes, (x) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven and (C) the aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Effective Date, shall not exceed $5,000,000, and (y) at the time of any and all cash and other property received in exchange for payment or forgiveness of liabilities permitted to be made pursuant to this Section 9.06(ii), including any Collateral cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (iii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 9.11(c), with such Dividends to be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor paid in accordance with the Pledgee's instructionsterms of the respective certificate of designation therefor; (iv) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to be held subject to its shareholders or partners generally, so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (v) so long as no Default or Event of Default exists or would arise therefrom, the Borrower may pay special dividends in an amount equal to the sum of (i) $15,000,000 plus (ii) cash received by the Borrower from Cendant and/or its Subsidiaries in the first six months after the Effective Date in connection with the Cendant Documents; (vi) so long as no Default or Event of Default exists or would result therefrom, the Borrower may, after the Qualified IPO, redeem the Existing Preferred Stock with the proceeds received therefrom; (vii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may pay cash Dividends on the Existing Preferred Stock payable in accordance with the terms thereof; (viii) so long as no Default or Event of Default exists or would result therefrom, after a Qualified IPO, the Borrower may pay additional Dividends, not to exceed an amount equal to (x) the Consolidated Cumulative Net Income Amount at the time of such payment minus (y) all Dividends paid pursuant to this Section 9.06(viii) prior to such payment; (ix) the Borrower may cancel the Existing Preferred Stock held by Cendant in connection with transactions under, and pursuant to the provisions of Sections 5.10 and 5.18 of the Stockholders Agreement, and after the Cendant Amendment Effective Date, the Acquisition Cooperation Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby.and (bx) Upon to the nonpayment, when due, of any portion of the Liabilitiesextent constituting Dividends, all rights of payments or transfers made by the Pledgor Borrower and/or its Subsidiaries pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofCendant Documents.

Dividends, Etc. No Credit Agreement Party will, nor will any Credit Agreement Party permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, its stockholders or other equityholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders or other equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its Equity Interests, now or hereafter outstanding (aor any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the Equity Interests of such Credit Agreement Party or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its Equity Interests), except to the extent (in any such case) So paid by such Person to its shareholders with the common stock of such Person (all of the foregoing, collectively, “Dividends”), except that: (i) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Subsidiary Guarantor; (ii) Holdings may redeem or purchase shares of Holdings Common Stock or options to purchase Holdings Common Stock, as the case may be, held by former employees of Holdings or any of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (x) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven plus (C) the aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Initial Borrowing Date, shall not exceed $5,000,000, and (z) at the time of any cash payment or forgiveness of liabilities permitted to be made pursuant to this Section 9.06(ii), including any cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (iii) so long as no portion Default or Event of Default then exists or would exist immediately after giving effect thereto, the Borrower may pay cash Dividends to Holdings, so long as the cash proceeds thereof are promptly used by Holdings for the purposes described in clause (ii) of this Section 9.06; (iv) Holdings may pay regularly accruing Dividends with respect to Qualified Preferred Stock through (x) an increase in the aggregate liquidation preference of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications shares of Qualified Preferred Stock in respect of which Dividends have accrued (but not in cash) or (y) the Pledged Shares issuance of additional shares of Qualified Preferred Stock (but not in cash) in accordance with the terms thereof; (v) any Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders or partners generally, so long as the Borrower or its respective Subsidiary which owns the Equity Interest or Equity Interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests in such Subsidiary or the terms of any agreements applicable thereto); (vi) the Borrower may pay cash Dividends to receive Holdings, so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred by it in the ordinary course of business that are not prohibited by the terms of this Agreement or any other Credit Document; (vii) the Borrower may pay cash Dividends to Holdings in the amounts and retain cash dividends made on or at the times of any payment by Holdings in respect of taxes, provided that (x) the Pledged Shares; providedamount of cash Dividends paid pursuant to this clause (vii) to enable Holdings to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by Holdings at such time for the respective period and (y) any refunds received by Holdings shall promptly be returned by Holdings to the Borrower; (viii) the Borrower may pay cash Dividends to Holdings, howeverwhich in turn shall utilize the full amount of such cash Dividends for the purpose of paying (and so long as Holdings, by the second succeeding Business Day, utilizes the full amount of such cash Dividends to pay) cash interest and principal as and when due on Shareholder Subordinated Notes then outstanding to the extent the respective payment is expressly permitted pursuant to the proviso to clause (ii) of Section 9.06, provided that (x) the amount of cash Dividends payable by the Borrower pursuant to this clause (viii) shall not exceed the amounts expressly permitted to be paid pursuant to the proviso to clause (ii) of Section 9.06 and (y) no such Dividend shall be paid at any time following the occurrence and all cashduring the continuance of any Default or Event of Default or if a Default or Event of Default would exist immediately after giving effect to the payment of such Dividend; (ix) the Borrower may pay cash Dividends to Holdings, stock which in turn shall utilize the full amount of such cash Dividends for the purpose of paying (and so long as Holdings, by the second succeeding Business Day, utilizes the full amount of such cash Dividends to pay) cash interest and principal as and when due on Permitted Subordinated Indebtedness then outstanding, provided that (x) the amount of cash Dividends payable by the Borrower pursuant to this clause (ix) shall not exceed the amounts necessary to pay the cash interest and principal owing with respect to Permitted Subordinated Indebtedness, as the case may be, and (y) no such Dividend shall be paid at any time following the occurrence and during the continuance of any Default or Event of Default or if a Default or Event of Default would exist immediately after giving effect to the payment of such Dividend; (x) the Borrower may pay cash Dividends to Holdings, which in turn shall utilize the full amount of such cash Dividends for the purpose of paying (and so long as Holdings, by the second succeeding Business Day, utilizes the full amount of such cash Dividends to pay) regularly scheduled cash interest as and when due on the Existing 2006 Floating Rate Senior Subordinated Notes then outstanding and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect principal of the Pledged Shares resulting from Existing 2006 Floating Rate Senior Subordinated Notes upon the final stated maturity thereof, provided that (x) the amount of cash Dividends payable by the Borrower pursuant to this clause (x) shall not exceed the amounts necessary to pay the cash interest and/or principal owing with respect to the Existing 2006 Floating Rate Senior Subordinated Notes and (y) no such Dividend shall be paid at any time following the occurrence and during the continuance of any Default or Event of Default or if a subdivisionDefault or Event of Default would exist immediately after giving effect to the payment of such Dividend; (xi) the Borrower may pay cash Dividends to Holdings, combination which in turn shall utilize the full amount of such cash Dividends for the purpose of repurchasing or reclassification redeeming (and so long as Holdings, by the second succeeding Business Day, utilizes the full amount of such cash Dividends to repurchase or redeem) Existing 2006 Floating Rate Senior Subordinated Notes to the extent the respective repurchase or redemption is expressly permitted pursuant to clause (u) of the outstanding capital stock proviso to clause (ii) of Section 9.12, provided that (x) the amount of cash Dividends payable by the Borrower pursuant to this clause (xi) shall not exceed the amounts expressly permitted to be paid pursuant to clause (u) of the issuer thereof proviso to clause (ii) of Section 9.12 and (y) no such Dividend shall be paid at any time following the occurrence and during the continuance of any Default or received Event of Default or if a Default or Event of Default would exist immediately after giving effect to the payment of such Dividend; (xii) the Borrower may pay cash Dividends to Holdings on the Redemption Date, which in exchange turn shall immediately utilize the full amount of such cash Dividends on such date to pay accrued interest, principal and related call premiums of or on the Existing 2006 10% Senior Subordinated Notes and the Existing Junior PIK Notes pursuant to the Existing Senior Notes Refinancing (it being understood that this Section 9.06(xii) shall be alternative to, but not duplicative of, the Borrower’s right to make intercompany loans to Holdings for the Pledged Shares purposes described above pursuant to Section 9.05(q)(i)); (xiii) Holdings may from time to time repurchase outstanding shares of Holdings Common Stock with cash and/or pay cash Dividends on Holdings Common Stock, so long as (v) no Default or Event of Default then exists or would result therefrom, (w) calculations are made by Holdings of compliance with an Adjusted Total Leverage Ratio not to exceed 3.00:1.0, determined on a Pro Forma Basis after giving effect to the payment of respective Dividend and the incurrence of any part thereof Indebtedness to finance the same (as if such Dividend had been consummated and such Indebtedness had been incurred, in each case on the first day of the respective Calculation Period), (x) the aggregate amount of cash expended to make or pay Dividends pursuant to this clause (xiii) after the Initial Borrowing Date shall not exceed $10,000,000 (or, if the Adjusted Total Leverage Ratio determined (and demonstrated) pursuant to preceding clause (w) at the time of payment of the respective Dividend does not exceed 2.50:1.00, $20,000,000), (y) after giving effect to the payment of the respective Dividend and the incurrence of any Revolving Loans and Swingline Loans utilized to finance the same, the Total Unutilized Revolving Loan Commitment shall equal or exceed $10.0 million, and (z) Holdings shall have furnished to the Administrative Agent a certificate from an Authorized Officer of Holdings certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.06(xiii) and, if applicable, containing the calculations required by the preceding clauses (w), (x) and (y); (xiv) Holdings may from time to time repurchase outstanding shares of Holdings Common Stock with cash and/or pay cash Dividends on Holdings Common Stock, so long as (v) no Default or Event of Default then exists or would result therefrom, (w) calculations are made by Holdings of compliance with an Adjusted Total Leverage Ratio not to exceed 2.50:1.0, determined on a Pro Forma Basis after giving effect to the payment of respective Dividend and the incurrence of any Indebtedness to finance the same (as if such Dividend had been consummated and such Indebtedness had been incurred, in each case on the first day of the respective Calculation Period), (x) the aggregate amount of cash expended to make or pay Dividends pursuant to this clause (xiv) shall not exceed the Excess Proceeds Amount then in effect, (y) after giving effect to the payment of the respective Dividend and the incurrence of any Revolving Loans and Swingline Loans utilized to finance the same, the Total Unutilized Revolving Loan Commitment shall equal or exceed $10.0 million, and (z) Holdings shall have furnished to the Administrative Agent a certificate from an Authorized Officer of Holdings certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.06(xiv) and, if applicable, containing the calculations required by the preceding clauses (w), (x) and (y); (xv) Holdings may from time to time pay cash Dividends to holders of Holdings Common Stock to redeem fractional shares of Holdings Common Stock that exist as a result of (A) any mergerstock split or similar combination of shares of Holdings Common Stock, consolidation(B) the exercise of warrants, acquisition the conversion of securities into, or other the exchange of, securities for, Holdings Common Stock, so long as (x) no Default or Event of assets to which the issuer thereof may be a party Default then exists or otherwisewould result therefrom, and any and all (y) the aggregate amount of cash and other property received in exchange for any Collateral expended to pay Dividends pursuant to this clause (xv) shall be and become part not exceed $25,000; and (xvi) so long as no Default or Event of Default then exists or would exist immediately after giving effect thereto, the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and Borrower may pay cash dividends to Holdings for the benefit purpose of permitting Holdings to effect the Pledgee Dividends described in Sections 9.06(xiii), (xiv) and shall forthwith be delivered (xv) above, so long as the cash proceeds thereof are promptly used by Holdings to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor effect Dividends in accordance with the Pledgee's instructionsrequirements of said Section 9.06(xiii), (xiv) to or (xv), as the case may be held subject to the terms of (it being understood that this Agreement; and provided further that no vote Section 9.06(xvi) shall be cast or consentalternative to, waiver or ratification given or action taken which would impair but not duplicative of, the Collateral or Borrower’s right to make intercompany loans to Holdings for the security interests granted hereby. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor purposes described above pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof9.05(q)(ii)).

Dividends, Etc. The Pledgor agrees: (a) So promptly upon receipt of notice of the occurrence and continuance of a Specified Event from the Lender and without any request therefor by the Lender, so long as no portion such Specified Event shall continue, to deliver (properly endorsed where required hereby or requested by the Lender) to the Lender all Dividends and Distributions constituting Collateral, and all other proceeds of the Liabilities shall be due and payableCollateral, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if each case thereafter received by the Pledgor, all of which shall be held by the Pledgor in trust on behalf of Lender as additional Collateral; and (b) all Dividends, Distributions, and for the benefit of the Pledgee other proceeds which may at any time and shall forthwith from time to time be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed held by the Pledgor in accordance with but which the Pledgee's instructions) Pledgor is then obligated to deliver to the Lender, shall, until delivery to the Lender, be held subject by the Pledgor separate and apart from its other property in trust for the Lender. The Lender agrees that unless a Specified Event shall have occurred and be continuing and the Lender shall have given the notice referred to in clause (b), the terms Pledgor will have the exclusive voting power with respect to any investment property constituting Collateral and the Lender will, upon the written request of this Agreementthe Pledgor, promptly deliver such proxies and other documents, if any, as shall be reasonably requested by the Pledgor which are necessary to allow the Pledgor to exercise that voting power; and provided further that no vote shall be cast cast; or consent, waiver waiver, or ratification given given, or action taken which by the Pledgor that would impair the any such Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, be inconsistent with or violate any provision of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereofLoan Document.

Dividends, Etc. (a) So long as no portion of the Liabilities shall be due and payable, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications in respect of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby. (b) Upon the nonpayment, when due, of any portion of the Liabilities, all rights of the Pledgor pursuant to Section 3(a) hereof shall, at the election of the Pledgee, cease, and the Pledgee shall have the sole and exclusive right and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.

Dividends, Etc. (a) So The Company will not redeem, retire, purchase or otherwise acquire, directly or indirectly, any Capital Stock of the Company or other evidence of ownership interest, or declare or pay dividends upon any Capital Stock of the Company or make any distribution of the Company's property or assets (any of the foregoing, a "Dividend"), provided that this Section 8.09 will not prohibit, so long as no portion at the time of the Liabilities declaration, announcement or execution thereof no Event of Default shall be due have occurred and payableis continuing or would occur as a consequence thereof, the Pledgor shall be entitled to vote the Pledged Shares, to give consents, waivers and ratifications payment of Dividends not in respect excess of the Pledged Shares and to receive and retain cash dividends made on or in respect of the Pledged Shares; provided, however, that any and all cash, stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made on or in respect of the Pledged Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of the issuer thereof or received in exchange for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which the issuer thereof may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be and become part of the Collateral pledged hereunder and, if received by the Pledgor, shall be held by the Pledgor in trust on behalf of and for the benefit of the Pledgee and shall forthwith be delivered to the Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Pledgor in accordance with the Pledgee's instructions) to be held subject to the terms of this Agreement; and provided further that no vote shall be cast or consent, waiver or ratification given or action taken which would impair the Collateral or the security interests granted hereby$6,000,000 per year. (b) Upon The Company will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the nonpayment, when due, ability of any portion Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Company or any Subsidiary, (b) make loans or advances to the Company or any Subsidiary or (c) transfer any of its properties or assets to the Company or any Subsidiary or (B) the ability of the LiabilitiesCompany or any other Subsidiary to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all rights or substantially all of the Pledgor pursuant to Section 3(acapital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (v) hereof shalluntil refinanced in full and terminated, at the election of the Pledgee, cease, Existing Company Credit Agreement and the Pledgee shall have Existing Eljer Credit Facilities; (vi) until the sole Plan Confirmation Date, the Brass DIP Debt; (vii) Liens permitted under Section 8.03 and exclusive right any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, provided that such prohibitions or restrictions apply only to the assets subject to such Liens; and authority to vote, to give consents, waivers and ratifications, and receive all dividends and distributions pursuant to Section 3(a) hereof.(viii)