Common use of Administration of the Pledged Shares Clause in Contracts

Administration of the Pledged Shares. The following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Note, Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered pursuant to or in connection herewith. If there shall have occurred and be continuing a default under the Note and the Secured Party shall have notified Pledgor that the Secured Party desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor grants to the Secured Party an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party shall be entitled to vote or consent, in its discretion, and in such event Pledgor agrees to deliver to the Secured Party such further evidence of the grant of such proxy as Secured Party may request. (c) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends or any other distribution whether in securities or property by way of stock-split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to such Pledged Shares, then and in each such case, Pledgor shall deliver to the Secured Party and the Secured Party shall be entitled to receive and retain such securities or property as security for the payment and performance of the Obligations.

Administration of the Pledged Shares. The following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Note, Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered pursuant to or in connection herewith. If there shall have occurred and be continuing a default under the Note and the Secured Party shall have notified Pledgor that the Secured Party desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor grants to the Secured Party an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party shall be entitled to vote or consent, in its discretion, and in such event Pledgor agrees to deliver to the Secured Party such further evidence of the grant of such proxy as Secured Party may request. (c) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends or any other distribution whether in securities or property by way of stock-stock- split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to such Pledged Shares, then and in each such case, Pledgor shall deliver to the Secured Party and the Secured Party shall be entitled to receive and retain such securities or property as security for the payment and performance of the Obligations.

Administration of the Pledged Shares. The In addition to any provisions of this Pledge Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) A. Until there shall have occurred a default under and be continuing an Event of Default and the NoteSecured Party shall have notified the Pledgors as set forth below, Pledgor the Pledgors shall be entitled entitled-to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party shall have notified Pledgor Pledgors that the Secured Party desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, each Pledgor grants hereby grant to the Secured Party an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party shall be entitled to vote or consent, in its discretion, and in such event each Pledgor agrees to deliver to the Custodial Agent or Secured Party Party, as applicable, such further evidence of the grant of such proxy as Secured Party may request. Nothing herein shall be deemed to restrict in any manner any Pledgor’s voting or other rights with respect to shares of stock of the Company other than the Pledged Shares. B. Until there shall have occurred and be continuing an Event of Default, Pledgors shall be entitled to receive all dividends paid with respect to the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, all such dividends paid with respect to the Pledged Shares shall be paid directly to Secured Party. In connection with such payments to the Secured Party, Pledgors will execute the direct-pay letter (cthe “Direct-Pay Letter”) attached hereto as Exhibit B and shall hold in trust for Secured Party all such payments from time to time received by it after the occurrence and during the continuance of an Event of Default. The Secured Party shall be entitled after the occurrence and during the continuance of an Event of Default to deliver the Direct-Pay Letter to the issuer of the Pledged Shares. C. In the event that at any time or from time to time after the date hereof, PledgorPledgors, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-offspinoff, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and each Pledgor, as record and beneficial owner of the its respective Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Pledgors shall deliver to the Secured Party and the Secured Party shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Obligations; provided, however, that until there shall have occurred an Event of Default, each Pledgor shall be entitled to retain any cash dividends paid on account of its Pledged Shares. D. Upon the occurrence of an Event of Default, Secured Party is authorized to sell the Pledged Shares. Pledgors acknowledge that Secured Party may dispose of the Pledged Shares in any lawful and commercially reasonable manner. Pledgors covenant to cooperate fully with Secured Party in connection with its efforts to sell the Pledged Shares including, without limitation, by taking all steps necessary for removal of any restrictive legends on the Pledged Shares stock certificates, to the extent permitted by applicable law, by providing information to Secured Party relating thereto, executing any documents which Secured Party deems necessary or advisable in connection therewith and taking such other actions as Secured Party deems reasonably necessary to effect such sale. In the event that Secured Party elects to sell the Pledged Shares in a private sale, it may, if it deems it advisable to do so, restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(1) and/or 4(2) of the Act, and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. Pledgors agree that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that Secured Party has no obligation to delay the sale of any Pledged Shares for public sale under the Act. In the event that Secured Party elects to sell the Pledged Shares, or part of them, in a public sale, Pledgors shall use their best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Pledgors, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, if any, and (ii) sale of such Pledged Shares, including, but not limited to, brokers’ or underwriters’ commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale (whether or not the sale of the Pledged Shares, or part of them, has been so registered or qualified). In connection with any sale of the Pledged Shares, Pledgors shall use their best efforts to cause the issuer of the Pledged Shares to transfer the Pledged Shares with no restrictive legends (to the extent permitted by applicable law) to any purchaser thereof without delay. Pledgors agree that a private or public sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. E. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Pledgors will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use their best efforts to secure the same. F. Nothing contained in this Paragraph 7 shall be deemed to limit the other obligations of Pledgors contained in the Loan Documents and the rights of Secured Party hereunder or thereunder.

Administration of the Pledged Shares. The following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with Until the execution occurrence of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. an Effective Default: (bi) Until there shall have occurred a default under the Note, Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered pursuant to or in connection herewith. If there shall have occurred and be continuing a default under the Note and the Secured Party shall have notified Pledgor that the Secured Party desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor grants to the Secured Party an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party shall be entitled to vote or consent, in its discretion, and in such event Pledgor agrees to deliver to the Secured Party such further evidence of the grant of such proxy as Secured Party may request. (c) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends or any other distribution whether in securities or property by way of stock-split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to such Pledged Shares, then and in each such case, Pledgor shall deliver to the Secured Party and the Secured Party Holdings shall be entitled to receive and retain for its own account any cash dividend in respect of the Pledged Shares (subject to the terms of the Note); (ii) Holdings shall have the right to vote the Pledged Shares in its sole and absolute discretion, and shall retain the power to control the direction, management and policies of Buyer to the same extent as if the Pledged Shares were not pledged to Stockholder Representative pursuant to this Agreement; (iii) Holdings shall be the stockholder of record with respect to the Pledged Shares on the books and records of Buyer and shall retain all incidents, rights and benefits of the Pledged Shares as if the Pledged Shares were not pledged to Stockholder Representative pursuant to this Agreement, and none of such securities incidents, rights or property benefits shall be exercised by the Stockholder Representative; and (iv) Holdings shall retain and enjoy all title, ownership and privilege embodied in the Pledged Shares as security if the Pledged Shares were not pledged to Stockholder Representative pursuant to this Agreement, and none of such title, ownership or privilege shall be exercised or disturbed by Stockholder Representative. Stockholder Representative shall execute and deliver (or cause to be executed and delivered) to Holdings all such proxies and other instruments as Holdings may reasonably request for the payment purpose of enabling Holdings to exercise the voting and performance other rights which it is entitled to exercise, to receive distributions which it is authorized to receive and retain, and to exercise all other rights provided herein to the full extent contemplated by this Section 5(a). (b) From and after the occurrence of an Effective Default, then for so long as such Effective Default shall remain uncured or shall be continuing: (i) Stockholder Representative shall be entitled to receive all distributions and payments of any nature with respect to the Pledged Shares, to be held by Stockholder Representative as part of the ObligationsPledged Shares; (ii) Stockholder Representative shall have the right following prior written notice to Holdings to vote or consent to take any action with respect to the Pledged Shares and exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Shares as if Stockholder Representative were the absolute owner thereof; (iii) subject to the terms of the Escrow Agreement, Stockholder Representative shall have the right, for and in the name, place and stead of Holdings, to execute endorsements, assignments or other instruments of conveyance or transfer with respect to all or any of the Pledged Shares, to endorse any checks, drafts, money orders and other instruments relating thereto, to xxx for, collect, receive and give acquittance for all moneys due or to become due in connection with the Pledged Shares and otherwise to file any claims, take any action or institute, defend, settle or adjust any actions, suits or proceedings with respect to the Pledged Shares, execute any and all such other documents and instruments, and do any and all such acts and things, as Stockholder Representative may reasonably deem necessary or desirable to protect, collect, realize upon and preserve the Pledged Shares, to enforce Stockholder Representative's rights with respect to the Pledged Shares and to accomplish the purposes of this Agreement; and (iv) Stockholder Representative may, upon thirty (30) days' notice to Holdings, sell the Pledged Shares or any part thereof at public or private sale or at any appropriate broker's board or securities exchange, for cash, credit or future delivery. In any such sale: (A) Stockholder Representative may be the purchaser of any or all of the Pledged Shares sold at any public sale, or, to the extent permitted by law, at any private sale. (B) At or prior to any sale of the Pledged Shares, Stockholder Representative may, in its sole discretion, restrict prospective purchasers to persons who will represent that they will purchase for their own account for investment and not with view to the distribution or sale of any of the Pledged Shares and who will agree that the Pledged Shares so purchased may bear an appropriate restrictive legend. (C) At or prior to any sale, Stockholder Representative may, in its sole discretion, require that prospective purchasers establish, to Stockholder Representative's satisfaction, that they are investors of sufficient financial means or business acumen to qualify as "accredited investors" under federal and state securities laws. (D) At any sale, Stockholder Representative shall have the right to transfer to the purchaser thereof the Pledged Shares sold. Stockholder Representative is hereby appointed Holdings' attorney-in-fact for the purpose of supplying any endorsements necessary to effect such transfer. Each purchaser at any such sale (including, without limitation, Stockholder Representative) shall hold the property sold free from any claim or right of any kind, including any equity or rights or redemption of Holdings, which hereby specifically waives all rights of redemption, stay or appraisal which Holdings has or may have under any rule of law or statute now existing or hereafter adopted. (E) At any sale, the Pledged Shares may be sold in one lot as an entirety or in separate portions, as Stockholder Representative may determine. (F) Stockholder Representative shall not be obliged to make any sale pursuant to any notice given and may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be resumed at any time and place to which the same may be so adjourned. (G) In the case of any sale of all or any part of the Pledged Shares on credit or for future delivery, payments made by the purchaser shall reduce the outstanding balance of the Obligations as payments are received, and the outstanding principal balance of the Obligations shall continue to accrue interest over the time that such payments are made, until the principal and accrued interest constituting the Obligations have been paid in full. Stockholder Representative shall not incur any liability in case of the failure of such purchaser to completely pay for the Pledged Shares so sold and, in the case of any such failure, the Pledged Shares may again be sold pursuant to the provisions hereof. (c) Distributions and other payments which are received by Holdings but which it is not entitled to retain as a result of the operation of Section 5(b) shall be held in trust for the benefit of Stockholder Representative, be segregated from the other property or funds of Holdings, and be forthwith paid over or delivered to Stockholder Representative in the same form as so received.

Administration of the Pledged Shares. The In addition to any provisions of this Security Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under and be continuing an Event of Default, the Note, Pledgor Company shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Lender shall have notified Pledgor the Company that the Secured Party Lender desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor the Company hereby grants to the Secured Party Lender an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Lender shall be entitled to vote or consent, in its discretion, and in such event Pledgor the Company agrees to deliver to the Secured Party Lender such further evidence of the grant of such proxy as Secured Party the Lender may request. (cb) In the event that at any time or from time to time after the date hereof, Pledgorthe Company, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgorthe Company, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor the Company shall deliver to the Secured Party Lender and the Secured Party Lender shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Secured Obligations; provided, however, that until there shall have occurred and be continuing an Event of Default, the Company shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence and during the continuation of an Event of Default, the Lender is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. the Company agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Lender has no obligation to delay the sale of any Pledged Shares for public sale under the Act. The Company agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Lender elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale the Company shall use its commercially reasonable best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by the Company, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, the Company will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its commercially reasonable best efforts to secure the same. (e) Nothing contained in this Paragraph 9 shall be deemed to limit the other obligations of the Company contained in the Credit Agreement or this Security Agreement and the rights of the Lender hereunder or thereunder.

Administration of the Pledged Shares. The following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver has delivered to Secured Party the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificatea Stock Assignment Separate From Certificate, in the form attached hereto as Exhibit A, signed by Pledgor, and such items shall be held during the term of this Pledge Agreement by Secured Party and shall only be used by Secured Party upon the occurrence of an Event of Default (defined below). Any and all certificates representing the Pledged Shares shall be delivered to Secured PartyParty bearing the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STOCK PLEDGE AGREEMENT DATED AUGUST 1, 2001 BETWEEN THE REGISTERED HOLDER AND THE ISSUER, A COPY OF WHICH MAY BE OBTAINED BY REQUEST FROM THE ISSUER." (b) Until there shall have occurred a default under the Notean Event of Default, Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered pursuant to or in connection herewith. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party shall have notified Pledgor that the Secured Party desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor grants to the Secured Party an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party shall be entitled to vote or consent, in its his discretion, and in such event Pledgor agrees to deliver to the Secured Party such further evidence of the grant of such proxy as Secured Party may request. (c) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends or any other distribution whether in securities or property by way of stock-split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to such Pledged Shares, then and in each such case, Pledgor shall deliver to the Secured Party and the Secured Party shall be entitled to receive and retain such securities or property as security for the payment and performance of the Obligations.

Administration of the Pledged Shares. The In addition to any provisions of this Guarantor Security Agreement which govern the administration of the Guarantor Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Noteand be continuing an Event of Default, Pledgor Guarantor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Guarantor Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Administrative Agent shall have notified Pledgor Guarantor that the Secured Party Administrative Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Guarantor hereby grants to the Secured Party Administrative Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Administrative Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Guarantor agrees to deliver to the Secured Party Administrative Agent such further evidence of the grant of such proxy as Secured Party the Administrative Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorGuarantor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorGuarantor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Guarantor shall deliver to the Secured Party Administrative Agent and the Secured Party Administrative Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Guarantor Obligations; provided, however, that until there shall have occurred an Event of Default, Guarantor shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence of an Event of Default, the Administrative Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation (whether domestic or foreign). Guarantor agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Administrative Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Guarantor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Administrative Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Guarantor shall use its reasonable best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Guarantor, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers’ or underwriters’ commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Guarantor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its reasonable best efforts to secure the same. (e) Nothing contained in this Paragraph 12 shall be deemed to limit the other obligations of Guarantor contained in the Guaranty or this Guarantor Security Agreement and the rights of the Administrative Agent and the other Secured Parties hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions of this Borrower Security Agreement which govern the administration of the Personal Property Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred and be continuing a default under the NoteDefault, Pledgor Borrower shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Borrower Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note Default and the Secured Party Agent shall have notified Pledgor Borrower that the Secured Party Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Borrower hereby grants to the Secured Party Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Borrower agrees to deliver to the Secured Party Agent such further evidence of the grant of such proxy as Secured Party the Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Borrower shall deliver to the Secured Party Agent and the Secured Party Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Obligations; provided, however, that until there shall have occurred a Default, Borrower shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence of a Default, the Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. Borrower agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Borrower agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Borrower shall use its best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Borrower, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Borrower will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same. (e) Nothing contained in this Paragraph 11 shall be deemed to limit the other obligations of Borrower contained in this Borrower Security Agreement or the other Loan Documents and the rights of the Agent and the Credit Providers hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any ------------------------------------ provisions of this Borrower Security Agreement which govern the administration of the Borrower Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Noteand be continuing an Event of Default, Pledgor Borrower shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Borrower Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Administrative Agent shall have notified Pledgor Borrower that the Secured Party Administrative Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Borrower hereby grants to the Secured Party Administrative Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Administrative Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Borrower agrees to deliver to the Secured Party Administrative Agent such further evidence of the grant of such proxy as Secured Party the Administrative Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Borrower shall deliver to the Secured Party Administrative Agent and the Secured Party Administrative Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Borrower Obligations; provided, however, that until there shall have occurred an Event of Default, Borrower shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence of an Event of Default, the Administrative Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34- 18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. Borrower agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Administrative Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Borrower agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Administrative Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Borrower shall use its best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Borrower, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Borrower will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same. (e) Nothing contained in this Paragraph 12 shall be deemed to limit the other obligations of Borrower contained in the Credit Agreement or this Borrower Security Agreement and the rights of the Administrative Agent and the other Secured Parties hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions of this Security Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under and be continuing an Event of Default, the Note, Pledgor Company shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Lender shall have notified Pledgor the Company that the Secured Party Lender desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor the Company hereby grants to the Secured Party Lender an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Lender shall be entitled to vote or consent, in its discretion, and in such event Pledgor the Company agrees to deliver to the Secured Party Lender such further evidence of the grant of such proxy as Secured Party the Lender may request. (cb) In the event that at any time or from time to time after the date hereof, Pledgorthe Company, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgorthe Company, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor the Company shall deliver to the Secured Party Lender and the Secured Party Lender shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Company Obligations; provided, however, that until there shall have occurred and be continuing an Event of Default, the Company shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence of an Event of Default, the Lender is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. The Company agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Lender has no obligation to delay the sale of any Pledged Shares for public sale under the Act. The Company agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Lender elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale the Company shall use its commercially reasonable best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by the Company, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, the Company will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its commercially reasonable best efforts to secure the same. (e) Nothing contained in this Paragraph 9 shall be deemed to limit the other obligations of the Company contained in the Credit Agreement or this Security Agreement and the rights of the Lender hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions ------------------------------------ of this Borrower Security Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred and be continuing a default under the NoteDefault, Pledgor Borrower shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Borrower Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note Default and the Secured Party Agent shall have notified Pledgor Borrower that the Secured Party Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Borrower hereby grants to the Secured Party Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Borrower agrees to deliver to the Secured Party Agent such further evidence of the grant of such proxy as Secured Party the Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorBorrower, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Borrower shall deliver to the Secured Party Agent and the Secured Party Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of Borrower Obligations; provided, however, that until there shall have occurred a Default, Borrower shall be entitled to retain any cash dividends paid on account of the ObligationsPledged Shares. (c) Upon the occurrence of a Default, the Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. Borrower agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Borrower agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Borrower shall use its best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Borrower, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Borrower will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same. (e) Nothing contained in this Paragraph 10 shall be deemed to limit the other obligations of Borrower contained in the Credit Agreement or this Borrower Security Agreement and the rights of the Agent and the Lenders hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions of this Guarantor Security Agreement which govern the administration of the Personal Property Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred and be continuing a default under the NoteGuarantor Default, Pledgor Guarantor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Guarantor Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note Guarantor Default and the Secured Party Agent shall have notified Pledgor Guarantor that the Secured Party Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Guarantor hereby grants to the Secured Party Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Guarantor agrees to deliver to the Secured Party Agent such further evidence of the grant of such proxy as Secured Party the Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorGuarantor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorGuarantor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Guarantor shall deliver to the Secured Party Agent and the Secured Party Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Obligations; provided, however, that until there shall have occurred a Guarantor Default, Guarantor shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence of a Guarantor Default, the Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation. Guarantor agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Guarantor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Guarantor shall use its best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Guarantor, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Guarantor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its best efforts to secure the same. (e) Nothing contained in this Paragraph 11 shall be deemed to limit the other obligations of Guarantor contained in this Guarantor Security Agreement or the other Loan Documents and the rights of the Agent and the Credit Providers hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions of this Company Security Agreement which govern the administration of the Company Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Noteand be continuing an Event of Default, Pledgor Company shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, Company Security Agreement or any document or instrument delivered or to be delivered pursuant to or in connection herewithwith any thereof and to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Administrative Agent shall have notified Pledgor Company that the Secured Party Administrative Agent desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor Company hereby grants to the Secured Party Administrative Agent an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Administrative Agent shall be entitled to vote or consent, in its discretion, and in such event Pledgor Company agrees to deliver to the Secured Party Administrative Agent such further evidence of the grant of such proxy as Secured Party the Administrative Agent may request. (cb) In the event that at any time or from time to time after the date hereof, PledgorCompany, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-stock split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and PledgorCompany, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor Company shall deliver to the Secured Party Administrative Agent and the Secured Party Administrative Agent shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Company Obligations; provided, however, that until there shall have occurred and be continuing an Event of Default, Company shall be entitled to retain any cash dividends paid on account of the Pledged Shares. (c) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent is authorized to sell the Pledged Shares and, at any such sale of any of the Pledged Shares, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (1) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (2) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and under Securities and Exchange Commission Release Nos. 33-6383; 34-18524; 35-22407; 39-700; IC-12264; AS-306, or under any similar statute, rule or regulation (whether domestic or foreign). Company agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that the Administrative Agent has no obligation to delay the sale of any Pledged Shares for public sale under the Act. Company agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that the Administrative Agent elects to sell the Pledged Shares, or part of them, and there is a public market for the Pledged Shares, in a public sale Company shall use its reasonable best efforts to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Company, including, but not limited to, all costs of (i) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (ii) sale of such Pledged Shares, including, but not limited to, brokers’ or underwriters’ commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Company will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use its reasonable best efforts to secure the same. (e) Nothing contained in this Paragraph 12 shall be deemed to limit the other obligations of Company contained in the Credit Agreement or this Company Security Agreement and the rights of the Administrative Agent and the other Secured Parties hereunder or thereunder.

Administration of the Pledged Shares. The In addition to any provisions of this Pledge Agreement which govern the administration of the Collateral generally, the following provisions shall govern the administration of the Pledged Shares: (a) Concurrently with the execution of this Pledge Agreement, Pledgor shall deliver the certificates representing the Pledged Shares, together with one or more duly executed stock assignments separate from certificate, and such items shall be held during the term of this Pledge Agreement by the Secured Party. (b) Until there shall have occurred a default under the Notean Event of Default (as defined in Paragraph 8), Pledgor shall be entitled to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, or any document or instrument delivered or to be delivered by Pledgor pursuant to or in connection herewithwith the Loan and, except as provided in Paragraph 7(b) below, to receive all dividends paid with respect to the Pledged Shares. If there shall have occurred and be continuing a default under the Note an Event of Default and the Secured Party Pledgee shall have notified Pledgor that the Secured Party Pledgee desires to exercise its proxy rights with respect to all or a portion of the Pledged Shares, Pledgor hereby grants to the Secured Party Pledgee an irrevocable proxy for the Pledged Shares pursuant to which proxy the Secured Party Pledgee shall be entitled to vote or consent, in its discretion, and in such event Pledgor agrees to deliver to the Secured Party Pledgee such further evidence of the grant of such proxy as Secured Party Pledgee may request. (cb) In the event that at any time or from time to time after the date hereof, Pledgor, as record and beneficial owner of the Pledged Shares, shall receive or shall become entitled to receive, any dividends dividend or any other distribution whether in securities or property by way of stock-split, spin-off, split-up or reclassification, combination of shares or the like, or in case of any reorganization, consolidation or merger, and Pledgor, as record and beneficial owner of the Pledged Shares, shall thereby be entitled to receive securities or property in respect to of such Pledged Shares, then and in each such case, Pledgor shall deliver to the Secured Party Pledgee and the Secured Party Pledgee shall be entitled to receive and retain all such securities or property as part of the Pledged Shares as security for the payment and performance of the Obligations; provided, however, that until there shall have occurred an Event of Default, Pledgor shall be entitled to retain any cash dividends paid on account of the Pledged Shares and shall be entitled to retain any property, provided that Pledgor shall furnish to Pledgee evidence satisfactory to Pledgee that said property will be Collateral secured by this Pledge Agreement. (c) Upon the occurrence of an Event of Default and so long as such Event of Default shall be continuing, Pledgee is authorized to sell the Pledged Shares, and if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons or entities who (I) will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or sale of any of the Pledged Shares; and (ii) satisfy the offeree and purchaser requirements for a valid private placement transaction under Section 4(2) of the Securities Act of 1933, as amended (the "Act"), and under Securities and Exchange Commission Regulation D, or under any similar or successor statute, rule or regulation. Pledgor agrees that disposition of the Pledged Shares pursuant to any private sale made as provided above may be at prices and on other terms less favorable than if the Pledged Shares were sold at public sale, and that Pledgee has no obligation to delay the sale of any Pledged Shares for the period of time necessary to permit the registration of the Pledged Shares for public sale under the Act. Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. In the event that there is a public market for the Pledged Shares and Pledgee elects to sell the Pledged Shares, or part of them, in a public sale, Pledgor shall use his best effort to register and qualify the Pledged Shares, or applicable part thereof, under the Act and all state Blue Sky or securities laws required by the proposed terms of sale and all expenses thereof shall be payable by Pledgor, including, but not limited to, all costs of (a) registration or qualification of, under the Act or any state Blue Sky or securities laws or pursuant to any applicable rule or regulation issued pursuant thereto, any Pledged Shares, and (b) sale of such Pledged Shares, including, but not limited to, brokers' or underwriters' commissions, fees or discounts, accounting and legal fees, costs of printing and other expenses of transfer and sale. (d) (If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or other disposition of the Pledged Shares, or any part thereof, Pledgor will execute such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his best efforts to secure the same. Nothing contained in this Paragraph 7 shall be deemed to limit the other obligations of Pledgor contained in the Loan Agreement, the Note or this Pledge Agreement and the rights of Pledgee hereunder or thereunder.