Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Len...

Administration of Security. The following provisions shall govern the administration of Pledged Securities: (a) So long as no Payment Event (as defined below) has occurred and is continuing, Pledgor shall (subject to any restrictions imposed under the Shareholders' Agreement) be entitled to vote Pledged Securities and to exercise all of Pledgor's rights under the Shareholders' Agreement in respect of the Pledged Shares, and to receive and retain all regular quarterly cash dividends and distributions and, except as set forth in Section 2(b) below, other distributions thereon and to give consents, waivers and ratifications in respect thereof. As used herein, a "Payment Event" shall mean the failure by Pledgor to make any payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the Noncompetition Agreement.

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Administration of Security. The following provisions shall govern the -------------------------- administration of the Pledged Securities: (a) So long as an Event of Default has not occurred and is continuing with respect to any Indebtedness (as used herein, "Event of Default" shall mean the occurrence of any event of default under any instrument evidencing any Indebtedness), the Pledgor shall be entitled to act with respect to the Pledged Securities in any manner not inconsistent with this Stock Pledge Agreement, the Subscription Agreement, the Amended and Restated Shareholders' Agreement dated as of December 17, 1993 by and among the Holding and its stockholders (the "Shareholders' Agreement") or any instrument evidencing any Indebtedness, including voting the Pledged Securities and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof;

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Administration of Security. The following provisions shall govern the administration of the Pledged Collateral: (a) So long as no Event of Default has occurred and is continuing (as used herein, "Event of Default" shall mean the occurrence of any Event of Default under the Recourse Note), the Pledgor shall be entitled to act with respect to the Pledged Collateral in any manner not inconsistent with this Stock Pledge Agreement or the Recourse Note.

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Administration of Security. The following provisions shall govern the administration of the Pledged Options: (a) So long as no Event of Default, as defined below, has occurred and is continuing, Pledgor shall be entitled to hold the Pledged Options in any manner, and similarly the Company shall have no rights to the Pledged Options. (b) The failure of the Pledgor to make any payment when due and payable under the Note shall constitute an Event of Default under this Pledge Agreement.

Administration of Security. The following provisions shall govern the -------------------------- administration of the Pledged Securities: (a) So long as no Event of Default has occurred and is continuing (as used herein, "Event of Default" shall mean the occurrence of any Event of Default as defined in the Note Obligations), the Pledgor shall be entitled to act with respect to the Pledged Securities in any manner not inconsistent with this Stock Pledge Agreement, the Employment Agreement, the Note Obligations or any document or instrument delivered or to be delivered pursuant to or in connection with the Employment Agreement, including transferring the Pledged Securities to a nominee for purposes of exercising the Options, and/or voting the Pledged Securities and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof.

Administration of Security. The following provisions shall govern the administration of Pledged Securities: (a) So long as no Default Event (as defined below) has occurred and is continuing, Pledgor shall (subject to any restrictions imposed under the Shareholders' Agreement) be entitled to vote Pledged Securities and to exercise all of Pledgor's rights under the Shareholders' Agreement in respect of the Pledged Shares, and to receive and retain all regular quarterly cash dividends and, except as set forth in Section 3(b) below, other distributions thereon and to give consents, waivers and ratifications in respect thereof. As used herein, a "Default Event" shall mean (x) the failure by the Shareholder to make any payment of Liquidated Damages upon demand by GS Inc. therefor as provided in the Noncompetition Agreement, (y) the breach by the Shareholder of any of the Covenants or (z) the failure by Pledgor as guarantor to satisfy the Secured Obligations upon written demand by GS Inc.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: (a) So long as no Event of Default has occurred and is continuing (as used herein, “Event of Default” shall mean the occurrence of any Event of Default as defined in the Note), the Pledgor shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Company’s investor or stock restriction agreements, the Note Obligations or any document or instrument delivered or to be delivered pursuant to or in connection therewith, including receiving all cash distributions on the Pledged Shares and giving consents, waivers and ratifications in respect thereof.

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