Common use of Dividends, Etc Clause in Contracts

Dividends, Etc. (a) So long as no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Default or Event portion of Default, the Liabilities shall have occurred be due and be continuingpayable, the Trust Pledgor 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 in accordance with the terms of the Plan and 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, but 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, whether Shares resulting from a subdivision, combination or reclassification of the outstanding capital stock of any 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 any 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, be and become part of the Collateral pledged hereunder and, if received by the TrustPledgor, 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 Company Pledgee or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust Pledgor in accordance with the CompanyPledgee'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 PlanCollateral or the security interests granted hereby. (b) Upon the occurrence and during nonpayment, when due, of any portion of the continuance of an Event of Default, subject to the terms of Section 4(b) hereofLiabilities, all rights of the Trust Pledgor pursuant to Section 5(a3(a) hereof shall cease shall, at the election of the Pledgee, cease, and the Company Pledgee shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain andvote, to the extent permitted by law, to vote and give consents, waivers and ratifications ratifications, and receive all dividends and distributions pursuant to Section 5(a3(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 Notwithstanding any other provisions of this Agreement, no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all 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 Xxxxxxx Common Stock, until a certificate representing such shares of Xxxxxxx Common Stock (a "Xxxxxxx Certificate") is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such Xxxxxxx Certificate, there shall be paid to the holder of the Pledged SharesNewco Class A Common Stock issued in exchange therefor, whether resulting from without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a subdivisionrecord date after the Effective Time theretofore payable with respect to such whole shares of Newco Class A Common Stock and not paid, combination or reclassification of less the outstanding capital stock amount of any issuer thereof withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or received in exchange for other distributions with a record date after the Pledged Shares or any part thereof or as Effective Time but prior to surrender and a result payment date subsequent to surrender payable with respect to such whole shares of Newco Class A Common Stock, less the amount of any merger, consolidation, acquisition or other exchange of assets to withholding taxes which any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planrequired thereon. (b) Upon At or after the occurrence and during Effective Time, there shall be no transfers on the continuance stock transfer books of an Event Xxxxxxx of Default, subject the shares of Xxxxxxx Common Stock which were outstanding immediately prior to the terms Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the surviving corporation of Section 4(b) hereofMerger A or Newco, all rights of they shall be cancelled and exchanged for certificates for the Trust consideration, if any, deliverable in respect thereof pursuant to Section 5(a) hereof shall cease this Agreement and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Merger A Agreement in accordance with the provisions hereofprocedures set forth in this Article II. Xxxxxxx Certificates surrendered for exchange by any person constituting an Affiliate of Xxxxxxx, shall not be exchanged until Newco has received an Affiliate Letter from such Person substantially in the form of Exhibit G. (c) None of Xxxxxxx, Newco, the surviving corporation of Merger A or any other Person shall be liable to any former holder of shares of Xxxxxxx 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 Xxxxxxx Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Xxxxxxx Certificate to be 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 such Xxxxxxx Certificate, Newco will issue in exchange for such lost, stolen or destroyed Xxxxxxx 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 this Agreement and the Merger A Agreement.

Dividends, Etc. (a) So long as no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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.paragraph

Dividends, Etc. (a) So long as Notwithstanding any other provisions of this Agreement, no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made declared after the Effective Time on or in Acquiror Common Stock shall be paid with respect to any shares of SCB Common Stock represented by a Certificate until such Certificate is surrendered for exchange as provided herein. Following surrender of any such Certificate, there shall be paid to the holder of the Pledged SharesAcquiror Certificates issued in exchange therefor, whether resulting from without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a subdivisionrecord date after the Effective Time theretofore payable with respect to such whole shares of Acquiror Common Stock and not paid, combination or reclassification of less the outstanding capital stock amount of any issuer thereof withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or received in exchange for other distributions with a record date after the Pledged Shares or any part thereof or as Effective Time but prior to surrender and a result payment date subsequent to surrender payable with respect to such whole shares of Acquiror Common Stock, less the amount of any merger, consolidation, acquisition or other exchange of assets to withholding taxes which any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planrequired thereon. (b) Upon At or after the occurrence and during Effective Time, there shall be no transfers on the continuance stock transfer books of an Event SCB of Default, subject the shares of SCB Common Stock which were outstanding immediately prior to the terms of Section 4(b) hereofEffective Time. If, all rights of after the Trust Effective Time, Certificates representing any such shares are presented to the Surviving Corporation, they shall be canceled and exchanged for Certificates for the consideration, if any, deliverable in respect thereof pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Agreement in accordance with the provisions procedures set forth in this Article II. Certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "SECURITIES ACT"), shall not be exchanged until the Acquiror has received a written agreement from such person pursuant to Section 8.9 hereof. (c) Any portion of the aggregate Merger Consideration (including the proceeds of any investments thereof and any shares of Acquiror Common Stock) that remains unclaimed by the former shareholders of the Acquiror and SCB six months after the Effective Time shall be delivered to the Acquiror. Any former shareholders of SCB who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, cash in lieu of fractional shares and unpaid dividends and distributions on the Acquiror Common Stock deliverable in respect of each share of SCB Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (d) None of SCB, Acquiror, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of SCB Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such person of a bond in such reasonable amount as Acquiror may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration, cash in lieu of fractional shares, and unpaid dividends and distributions on shares of Acquiror Common Stock as provided in Section 2.3(a), deliverable in respect thereof pursuant to this Agreement.

Dividends, Etc. (a) So long as no Default or Event Unless the Administrator otherwise determines, any property received by the Grantee with respect to a share of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange for the Pledged Shares or any part thereof or Restricted Stock as a result of any cash dividend, stock dividend, recapitalization, merger, consolidation, acquisition or other combination, exchange of assets to which any issuer may be a party shares or otherwise, (i) will not vest until such share of Restricted Stock vests, (ii) may be held by the Company and any and all cash and other property received (iii) shall be subject to the provisions of this Agreement, including the restrictions set forth in exchange for any Collateral shall beSection 8, and become part to all other restrictions as apply to the shares in respect of which such property was paid. The Company shall issue to the Grantee a receipt evidencing the property held by it in respect of the Collateral pledged hereunder and, if Restricted Stock. Any such property (but not including securities) received by the Trust, Grantee with respect to a share of Restricted Stock shall forthwith be delivered returned to the Company or its designated nominee (accompanied, if appropriate, by proper instruments in the event such share of assignment and/or stock powers executed Restricted Stock is forfeited. Any securities received by the Trust Grantee with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited. Unless the Administrator otherwise determines, such securities shall bear a legend, as set forth in accordance with the Company's instructionsSection 7(a) to be held subject to the terms of this Agreement and the Planhereof. (b) Upon the occurrence and during the continuance of an Event of Default, subject Any cash dividends received with respect to the terms of Section 4(b) hereof, all rights Restricted Stock that are held by the Company pending vesting of the Trust pursuant underlying shares of Restricted Stock, shall be deemed invested in a number of shares of Common Stock, including fractional shares, equal to Section 5(a(i) hereof the value of the dividend that the Grantee received with respect to the Restricted Stock divided by (ii) the closing price of a share of Common Stock on the date the dividend was issued, which deemed shares also shall cease and be allocated dividends, as are shares of Restricted Stock. If the Restricted Stock is forfeited, the corresponding dividends shall be forfeited as well. At such time as the Restricted Stock vests, the Company shall have pay the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain and, Grantee an amount in cash equal to the extent permitted by law, to vote and give consents, waivers and ratifications pursuant to Section 5(a) hereof. Any and all money and other property paid over to or received by value of the Company pursuant to the provisions shares of this paragraph (b) shall be retained by the Company as additional Collateral hereunder and be applied Common Stock in accordance with the provisions hereofwhich such dividends are deemed invested.

Dividends, Etc. (ai) So long Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on the Andrx Common Stock or Cybear Tracking Common Stock shall be paid with respect to any shares of Andrx Capital Stock or Cybear Capital Stock, as no Default applicable, represented by a Certificate until such 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 Andrx Common Stock or Event Cybear Tracking Common Stock certificates issued in exchange therefor, without interest, (A) at the time of Default, shall have occurred and be continuingsuch surrender, the Trust amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Andrx Common Stock or Cybear Tracking Common Stock and not paid, less the amount of any withholding taxes which may be required thereon and (B) at the appropriate payment date, the amount of dividends or other 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 shares of Andrx Common Stock or Cybear Tracking Common Stock, less the amount of any withholding taxes which may be required thereon. (ii) All shares of the Andrx Common Stock or Cybear Tracking Common Stock issued upon surrender of Certificates in accordance with this Section 2 shall be deemed to be in full satisfaction of all rights pertaining to the shares of Andrx Capital Stock or Cybear Capital Stock represented thereby, and from and after the Effective Time, there shall be no transfers on the stock transfer books of Andrx or Cybear of the shares of Andrx Capital Stock or Cybear Capital Stock, respectively. If, after the Effective Time, certificates representing any such shares are presented to the Andrx Surviving Corporation, or the Cybear Surviving Corporation, they shall be canceled and exchanged for certificates for the consideration, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2. (iii) Upon demand by New Andrx, the Exchange Agent shall deliver to New Andrx any portion of the New Andrx Common Stock or Cybear Tracking Common Stock made available to the Exchange Agent pursuant to Section 2(n) hereof, and cash in lieu of fractional shares thereof, that remains undistributed to holders of Andrx Capital Stock or Cybear Capital Stock one year after the Effective Time. Holders of Certificates who have not complied with this Section 2 prior to such demand shall thereafter look only to New Andrx for payment of any claim to such New Andrx Common Stock or Cybear Tracking Common Stock and dividends or distributions, if any, in respect thereof. (iv) Each of Andrx Surviving Corporation, Cybear Surviving Corporation and New Andrx shall be entitled to receive deduct and withhold from the Andrx Common Stock or Cybear Tracking Common Stock (and any and all cash dividends on the Pledged Shares which or distributions thereon), otherwise payable hereunder, to any person such amounts as it is otherwise entitled required to receivededuct and withhold with respect to making of such payment under any provision of federal, and state, local or foreign income tax law. To the extent that the Andrx Surviving Corporation, Cybear Surviving Corporation or New Andrx so withholds those amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to vote the Pledged Shares in accordance with the terms holder of the Plan and to give consents, waivers and ratifications Andrx Capital Stock or Cybear Capital Stock in respect of the Pledged Shares, but any which such deduction and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions withholding was made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 TrustAndrx Surviving Corporation, shall forthwith be delivered to Cybear Surviving Corporation or New Andrx, as the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plancase may be. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Default or Unless and until an Event of Default, Default shall have occurred and be continuing, the Trust each Grantor shall be entitled to receive and retain any and all cash dividends on the Pledged Shares which it is otherwise entitled to receivedividends, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications distributions or proceeds in respect of the Pledged SharesEquity Interests. If an Event of Default shall have occurred and be continuing, but whether or not the Secured Parties or any of them exercise any available right subject to the Intercreditor Agreements, to declare any Secured Obligations due and 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 stock and/or liquidating dividends, dividends and distributions in property, returns of capital or other distributions made 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of DefaultCollateral, subject to the terms of Section 4(b) hereofthe Intercreditor Agreements, all rights of and, if the Trust 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 Section 5(athe Term-ABL Intercreditor Agreement) hereof shall cease appropriate additional dividend, distribution and other orders and documents to that end; provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain andTerm Loan Administrative Agent shall, upon request of such Grantor (except to the extent permitted by lawtheretofore applied to the Term Loan Secured Obligations or the ABL/SOA Secured Obligations (each as defined in the Term-ABL Intercreditor Agreement), to vote and give consents, waivers and ratifications pursuant to Section 5(a) hereof. Any and all money and other property paid over to or received be returned by the Company pursuant Term Loan Administrative Agent 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 hereofsuch Grantor.

Dividends, Etc. (a) So long No dividends that are declared on shares of Acquiror Common Stock or Acquiror New Preferred Stock will be paid to persons entitled to receive certificates representing shares of Acquiror Common Stock or Acquiror New Preferred Stock, as no Default the case may be, until such persons surrender their certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Event Other Company Preferred Stock, as the case may be. Upon such surrender, there shall be paid to the person in whose name the certificates representing such shares of DefaultAcquiror Common Stock or Acquiror New Preferred Stock, as the case may be, shall be issued, any dividends which shall have occurred become payable with respect to such shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, between the Effective Time and be continuing, the Trust time of such surrender. In no event shall the person entitled to receive such dividends be entitled to receive interest on such dividends. If any and all cash certificates for any shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, are to be issued in a name other than that in which the certificate representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes required by reason of the issuance of certificates for such shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, in a name other than that of the registered holder of the certificate surrendered or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Notwithstanding the foregoing, (i) neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for any shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, or dividends on the Pledged Shares which it is otherwise entitled to receivethereon, and to vote the Pledged Shares or in accordance with Section 3.4 hereof, any cash in lieu of fractional share interests, in each case, delivered to a public official pursuant to applicable escheat Laws and (ii) any shares of Acquiror Common Stock or Acquiror New Preferred Stock held by the terms Exchange Agent prior to surrender of certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any issuer case may be a party or otherwise, and any and all cash and other property received in exchange for any Collateral shall be, shall not be deemed outstanding for quorum and become part of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planvoting purposes. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time shall be paid on Holdco Shares issuable with respect to any Company Shares represented by a Company Certificate, until such Company Certificate is surrendered in exchange for Stock Consideration as no Default or Event provided herein. Subject to the effect of Defaultapplicable laws, following surrender of any such Company Certificate, there shall have occurred and be continuingpaid to the holder of the Holdco Certificates issued in exchange therefor, without interest, (i) at the time of such surrender, the Trust amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole Holdco Shares and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record (b) At or after the Effective Time, there shall be entitled to receive any and all cash dividends no transfers on the Pledged stock transfer books of Parent of the Parent Shares which it (in the event the Parent Merger is otherwise entitled consummated) or the Company of the Company Shares that were outstanding immediately prior to receivethe Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the surviving corporations of the Parent Merger or the Company Merger, they shall be canceled and exchanged for certificates for the consideration, if any, deliverable in respect thereof pursuant to vote the Pledged Shares this Agreement in accordance with the terms procedures set forth in this Article III. Company Certificates surrendered by any person constituting an "affiliate" of the Plan Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Parent has received a written agreement from such person as provided in Section 6.16. (c) Any portion of the Exchange Fund (including the proceeds of any investments thereof, any Holdco Shares and any Holdco Units or Parent Units) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to give consentsHoldco. Any former stockholder of the Company who has not theretofore complied with this Article III shall thereafter look only to the applicable surviving corporation for payment of the Merger Consideration or the Alternative Structure Merger Consideration, waivers as the case may be, and ratifications any cash in lieu of fractional shares and unpaid dividends and distributions on the Holdco Shares deliverable in respect of the Pledged Shareseach Company Share such stockholder holds as determined pursuant to this Agreement, but in each case without 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planinterest thereon. (bd) Upon None of Parent, the occurrence and during Company, Holdco, the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights surviving corporations of the Trust Mergers, the Exchange Agent or any other person shall be liable to any former holder of Parent Shares or Company Shares for any amount properly delivered to a public official pursuant to Section 5(aapplicable abandoned property, escheat or similar laws. (e) hereof shall cease and In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the sole and exclusive right and authority to receive 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 pursuant to Section 5(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.making

Dividends, Etc. Without the prior written consent of the Required Lenders, the Borrower will not declare or pay any cash dividends in any Fiscal Year in an aggregate amount in excess of the greater of (a) So long as no Default twenty percent (20%) of Consolidated Net Income (if greater than $0) for the preceding Fiscal Year or Event (b) $0.05 per share of Default, shall have occurred and be continuingCapital Stock of the Borrower per annum. Without the prior written consent of the Required Lenders, the Trust Borrower shall be entitled to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receivenot, and to vote the Pledged Shares in accordance with the terms shall not permit any of its Subsidiaries to, (without duplication) (i) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Plan Borrower now or hereafter outstanding for an aggregate amount of consideration in excess of $20,000,000 during any trailing twelve-month period or in excess of $30,000,000, in the aggregate, during the period from the Closing Date through and including the Revolving Credit Termination Date; (ii) return any capital to give consents, waivers and ratifications in respect the stockholders of the Pledged SharesBorrower as such, but or make any and all stock and/or liquidating dividends, distributions in property, returns of capital other payment or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 distribution of assets to which the stockholders of the Borrower as such except as permitted in the first sentence of this Section 7.9; or (iii) make any issuer may be a party payment or prepayment of principal of, premium, if any, or interest on, or redeem, defease or otherwise retire, any Indebtedness of the Borrower or any Subsidiary Loan Party before its scheduled due date, except for payments, prepayments, redemptions, defeasances or retirements of less than $2,500,000 of such Indebtedness during any trailing twelve month period; provided that nothing herein shall prevent the Borrower from contributing proceeds of Loans to Subsidiary Loan Parties hereunder either in the form of equity contributions (for issuance of additional shares of Subsidiary stock to the Borrower or otherwise, and any and all cash and other property received ) or in exchange for any Collateral shall be, and become part the form of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered unsecured inter-company loans subordinated to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement Obligations and the Plan. (b) Upon Administrative Agent's Liens on the Collateral. Notwithstanding the foregoing, upon the occurrence and during the continuance of an a Default or Event of Default, subject the Borrower shall not, and shall not permit any Subsidiary to: (a) redeem, retire, purchase or otherwise acquire, directly or indirectly, for value or set apart any sum for the redemption, retirement, purchase or other acquisition of, directly or indirectly, any shares of its common stock or warrants or options to the terms purchase any shares of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money and other property paid over to its common stock; or received by the Company pursuant to the provisions of this paragraph (b) declare any dividends or make any other distribution with respect to its stock (whether by reduction of capital or otherwise), without Administrative Agent's prior written consent. Nothing herein shall be retained by prevent or otherwise restrict (a) the Company as Borrower or any Subsidiary from declaring and paying dividends or other distributions with respect to any class of its Capital Stock payable solely in additional Collateral hereunder shares of such class of stock or (b) any Subsidiary from declaring and be applied in accordance with the provisions hereofpaying cash dividends or distributions, or repaying intercompany Indebtedness owed to, its shareholders on a pro rata basis.

Dividends, Etc. (a) So long as Notwithstanding any other provisions of this Agreement, no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made declared after the Effective Time shall be paid on or in Holdco Shares issuable with respect of the Pledged Sharesto any Company Shares represented by a Company Certificate, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received until such Company Certificate is surrendered in exchange for Stock Consideration as provided herein. Subject to the Pledged Shares or any part thereof or as a result effect of applicable laws, following surrender of any mergersuch Company Certificate, consolidationthere shall be paid to the holder of the Holdco Certificates issued in exchange therefor, acquisition without interest, (i) at the time of such surrender, the amount of dividends or other exchange distributions with a record date after the Effective Time theretofore payable with respect to such whole Holdco Shares and not paid, less the amount of assets to any withholding taxes which any issuer may be a party or otherwiserequired thereon, and (ii) at the appropriate payment date, the amount of dividends or other 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 Holdco Shares, less the amount of 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 Trust, shall forthwith withholding taxes which may be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planrequired thereon. (b) Upon At or after the occurrence and during Effective Time, there shall be no transfers on the continuance stock transfer books of an Event Parent of Default, subject the Parent Shares (in the event the Parent Merger is consummated) or the Company of the Company Shares that were outstanding immediately prior to the terms of Section 4(b) hereofEffective Time. If, all rights after the Effective Time, certificates representing any such shares are presented to the surviving corporations of the Trust Parent Merger or the Company Merger, they shall be canceled and exchanged for certificates for the consideration, if any, deliverable in respect thereof pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Agreement in accordance with the provisions hereofprocedures set forth in this Article III. Company Certificates surrendered by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Parent has received a written agreement from such person as provided in Section 6.16. (c) Any portion of the Exchange Fund (including the proceeds of any investments thereof, any Holdco Shares and any Holdco Units or Parent Units) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to Holdco. Any former stockholder of the Company who has not theretofore complied with this Article III shall thereafter look only to the surviving corporation of the Company Merger for payment of the Merger Consideration or the Alternative Structure Merger Consideration, as the case may be, and any cash in lieu of fractional shares and unpaid dividends and distributions on the Holdco Shares deliverable in respect of each Company Share such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (d) None of Parent, the Company, Holdco, the surviving corporations of the Mergers, the Exchange Agent or any other person shall be liable to any former holder of Parent Shares or Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Holdco or Parent, as applicable, the posting by such person of a bond in such reasonable amount as Holdco or Parent, as applicable, may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration or Alternative Structure Merger Consideration and any cash in lieu of fractional shares, and unpaid dividends and distributions on Holdco Shares as provided in Section 3.7, deliverable in respect thereof pursuant to this Agreement.

Dividends, Etc. (a) So long as Notwithstanding any other provisions of this Agreement, no Default or Event of Default, shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made declared after the Effective Time shall be paid on or in Holdco Shares issuable with respect of the Pledged Sharesto any Company Shares represented by a Company Certificate, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received until such Company Certificate is surrendered in exchange for Stock Consideration as provided herein. Subject to the Pledged Shares or any part thereof or as a result effect of applicable laws, following surrender of any mergersuch Company Certificate, consolidationthere shall be paid to the holder of the Holdco Certificates issued in exchange therefor, acquisition without interest, (i) at the time of such surrender, the amount of dividends or other exchange distributions with a record date after the Effective Time theretofore payable with respect to such whole Holdco Shares and not paid, less the amount of assets to any withholding taxes which any issuer may be a party or otherwiserequired thereon, and (ii) at the appropriate payment date, the amount of dividends or other 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 Holdco Shares, less the amount of 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 Trust, shall forthwith withholding taxes which may be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planrequired thereon. (b) Upon At or after the occurrence and during Effective Time, there shall be no transfers on the continuance stock transfer books of an Event Parent of Default, subject the Parent Shares (in the event the Parent Merger is consummated) or the Company of the Company Shares that were outstanding immediately prior to the terms of Section 4(b) hereofEffective Time. If, all rights after the Effective Time, certificates representing any such shares are presented to the surviving corporations of the Trust Parent Merger or the Company Merger, they shall be canceled and exchanged for certificates for the consideration, if any, deliverable in respect thereof pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Agreement in accordance with the provisions hereofprocedures set forth in this Article III. Company Certificates surrendered by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Parent has received a written agreement from such person as provided in Section 6.16. (c) Any portion of the Exchange Fund (including the proceeds of any investments thereof, any Holdco Shares and any Holdco Units or Parent Units) that remains unclaimed by the former stockholders of the Company six months after the Effective Time shall be delivered to Holdco. Any former stockholder of the Company who has not theretofore complied with this Article III shall thereafter look only to the applicable surviving corporation for payment of the Merger Consideration or the Alternative Structure Merger Consideration, as the case may be, and any cash in lieu of fractional shares and unpaid dividends and distributions on the Holdco Shares deliverable in respect of each Company Share such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. (d) None of Parent, the Company, Holdco, the surviving corporations of the Mergers, the Exchange Agent or any other person shall be liable to any former holder of Parent Shares or Company Shares for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) In the event that any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Holdco or Parent, as applicable, the posting by such person of a bond in such reasonable amount as Holdco or Parent, as applicable, may direct as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the applicable Merger Consideration or Alternative Structure Merger Consideration and any cash in lieu of fractional shares, and unpaid dividends and distributions on Holdco Shares as provided in Section 3.7, deliverable in respect thereof pursuant to this Agreement.

Dividends, Etc. Declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower, or purchase, redeem or otherwise acquire for value (aor permit any of its Subsidiaries to do so) So any shares of any class of capital stock of the Borrower or any warrants, rights or options to acquire any such shares, now or hereafter outstanding, except that, so long as no Default or Event of Default, shall have occurred and be continuingcontinuing at the time of any action described below or would result therefrom, the Borrower may: (i) purchase, redeem or otherwise acquire shares of its preferred stock issued pursuant to the Preferred Share Purchase Rights Plan or the Trust shall be entitled Convertible Preferred Securities, rights or options to receive acquire any such shares or Trust Convertible Preferred Securities with the proceeds received from the substantially concurrent issue of new shares of its capital stock or Debt incurred in pursuant to Section 5.02(d)(i)(D); provided, however, that (A) the issuance and all sale of any such capital stock would not materially impair the rights or interests of any Agent or any Lender Party under the Loan Documents, (B) no Default exists before or after giving effect to the issuance and sale of such capital stock, and (C) the material terms, taken as a whole, of such capital stock and of any agreement entered into and of any instrument issued in connection therewith are no less favorable in any material respect to the Borrower or the Lender Parties than the terms and conditions of this Agreement; (ii) declare and pay cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or holders of its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or preferred stock powers executed by the Trust in accordance with the Company's instructions) to be held subject issued pursuant to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights Preferred Share Purchase Rights Plan or holders of the Trust pursuant to Section 5(a) hereof shall cease and Convertible Preferred Securities, in each case, as in effect on the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain anddate hereof, to the extent permitted by under applicable law, solely out of (A) net income of the Borrower and its Restricted Subsidiaries, arising after September 28, 1997 and computed on a cumulative Consolidated basis or (B) cash and Cash Equivalents owned by the Borrower at the time of such payment at such time in excess of (x) the aggregate principal amount of all Advances then outstanding, (y) all interest thereon and (z) all other amounts then due and payable under the Loan Documents; (iii) purchase shares of capital stock of the Borrower through a variety of ways, including, but not limited to vote (A) purchasing such stock in the open market or in private transactions, (B) selling and/or buying put and/or call options directly or indirectly on such stock, (C) entering into forward contracts to purchase such stock at specified future dates, and give consents(D) entering into any combination of the foregoing; provided, waivers however, that each such purchase shall be made in nonspeculative transactions approved in good faith by the Borrower's board of directors; and ratifications provided further, however, that the aggregate settlement price for all such purchases valued at the time of settlement of such purchases, net of any premiums received by the Borrower, shall not exceed the greater of $100,000,000 or the aggregate amount of 15% of cash and Cash Equivalents owned by the Borrower and its Restricted Subsidiaries at such time; and (iv) the Borrower and its Restricted Subsidiaries may repurchase capital stock from employees, directors and consultants of the Borrower and its Subsidiaries pursuant to existing or future stock option plans and such other repurchase agreements approved by such Person's Board of Directors in good faith and consistent with past practices of such Person, or such other repurchase agreement pursuant to employee or consultant contracts, provided that such agreement is fair, reasonable and in the ordinary course of business of the Borrower or its Restricted Subsidiaries, as the case may be; provided, however, that, in each such case, immediately before and after giving effect thereto, no Default shall have occurred and be continuing or would result therefrom and the Borrower shall be in pro forma compliance (calculated based on historical financial statements most recently furnished or required to be furnished pursuant to Section 5(a5.01(i)) 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 hereofcovenants set forth in Section 5.03.

Dividends, Etc. Each Pledgor agrees: (a) So long 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 Collateral, all of which shall be held by the Administrative Agent as no Default or additional Collateral for use in accordance with Section 6.4; and (b) after any Event of Default, Default shall have occurred and be continuing, continuing and the Trust shall be entitled Administrative Agent has notified such Pledgor of the Administrative Agent’s intention to receive any 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 cash dividends on the Pledged Shares which it is otherwise entitled other incidental rights of ownership with respect to receive, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the any Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns Pledged Interests or other shares of capital stock, member interests or other distributions made on 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 deliver 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, Distributions, interest, principal, cash payments, and 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 in respect limited partnership interests or other ownership interest (including any of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange for 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 allow such Pledgor to exercise voting power with respect to any part thereof such share of capital stock, member interests, general or as a result of any merger, consolidation, acquisition limited partnership interests or other exchange ownership interests (including any of assets to which any issuer may the Pledged Shares or Pledged Interests) constituting Collateral; provided, however, that no vote shall be a party cast, or otherwiseconsent, and any and all cash and other property received in exchange for waiver, or ratification given, or action taken by such Pledgor that would impair any Collateral shall be, and become part or be inconsistent with or violate any provision of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered to the Company Credit Agreement or its designated nominee any other Loan Document (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of including this Agreement and the PlanPledge Agreement). (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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. (a1) So long as no Default Make, declare or Event pay any dividend other than (i) in the case of DefaultBay, shall have occurred and be continuing, the Trust shall be entitled to receive any and all (A) regular quarterly cash dividends on Bay Stock in the Pledged Shares which ordinary course consistent with past practice (PROVIDED that it is otherwise entitled understood and agreed that Bay will, on the date of announcement of the transactions contemplated hereby, also announce that Bay is increasing its regular quarterly dividend by an amount equal to receive$0.09 per share of Bay Stock in excess of Bay's current quarterly dividend, effective with respect to all dividends payable from and after the Effective Time, and PROVIDED, FURTHER, that should Bay so determine, Bay's current quarterly dividend may be so increased prior to vote the Pledged Shares Effective Time) and (B) dividends from greater than 95%-owned Subsidiaries to Bay or another greater than 95%-owned Subsidiary of Bay, as applicable, and (ii) in accordance the case of Avalon, (A) regular quarterly cash dividends on Avalon Stock in the ordi- nary course consistent with the terms past practice and (B) dividends from greater than 95%-owned Subsidiaries to Avalon or another greater than 95%-owned Subsidiary of the Plan and to give consentsAvalon, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made as applicable) on or in respect of, or declare or make any distribution on any shares of its stock, or (2) other than (A) as Previously Disclosed in its Disclosure Schedule or (B) in the ordinary course pursuant to employee benefit plans, directly or indirectly combine, redeem, reclassify, purchase or otherwise acquire, any shares of its stock. After the date hereof, each of Bay and Avalon shall coordinate with the other the declaration of any dividends in respect of Bay Common Stock and Avalon Common Stock and the record dates and payment dates relating thereto, it being the intention of the Pledged Shares, whether resulting from a subdivision, combination parties hereto that holders of Bay Common Stock or reclassification Avalon Common Stock shall not receive two dividends for any single calendar quarter with respect to their shares of the outstanding capital stock Bay Common Stock and/or Avalon Common Stock and any shares of Bay Common Stock any issuer thereof or received such holder receives in exchange for therefor in the Pledged Shares or any part thereof or as a result of any mergerMerger. In addition, consolidationnotwithstanding the foregoing, acquisition or other exchange of assets Avalon shall be permitted to which any issuer may be a party or otherwisepay the Final Company Dividend, and any and all cash and other property received in exchange if Avalon shall declare the Final Company Dividend, Bay shall be permitted to declare a dividend per share to holders of Bay Common Stock, the record date for any Collateral which shall be, and become part be the close of business on the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered last business day prior to the Company or its designated nominee (accompaniedEffective Time, if appropriate, by proper instruments in an amount per share of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject Bay Common Stock equal to the terms quotient obtained by dividing (x) the Final Company Dividend per share of this Agreement and Avalon Common Stock paid by Avalon by (y) the PlanExchange Ratio. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 The Participant shall not be entitled to receive dividends or other distributions on the Restricted Stock granted hereunder during such time as no Default or Event of Default, shall have occurred and be continuingthe shares are not vested. Instead, the Trust Participant 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 in accordance with the terms a grant of the Plan and to give consents, waivers and ratifications Dividend Equivalents in respect of all dividends or other distributions paid with respect to unvested Shares of which the Pledged SharesParticipant is the record owner on the record date for such dividend or distribution at the same time dividends or distributions are paid, but any which Dividend Equivalents shall vest on the date the Restricted Stock with respect to which the Dividend Equivalent was granted (the “Related Share”) vests and all stock and/or liquidating dividends, shall be forfeited on the date the Related Share is forfeited. Dividend Equivalents shall be settled in cash (with respect to dividends or distributions paid in cash) or with respect to dividends or distributions paid in property, returns in property or, at the Company’s option, the cash value thereof within 90 days after the Dividend Equivalent vests, but no later than March 15 of capital the year after such Dividend Equivalent vests, provided that, with respect to any Dividend Equivalent that is subject to Section 409A of the Code, no settlement shall be made upon vesting due to Retirement until the Participant’s Separation from Service and shall be subject to delay as provided in Section 14.10 of the Plan. Any property (other than cash) distributed with respect to a Share or a Related Share (the “Associated Share”) acquired hereunder, including without limitation a distribution of Shares by reason of a stock dividend, stock split or otherwise, or a distribution of other securities with respect to an Associated Share, shall be subject to the restrictions of this Agreement in the same manner and for so long as the Associated Share remains subject to such restrictions, and shall be promptly forfeited if and when the Associated Share is so forfeited. The Participant shall be entitled to (i) receive all dividends or other distributions made at the time (and within the same calendar year) as such dividends or distributions are paid with respect to those vested Shares of which the Participant is the record owner on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange record date for the Pledged Shares or any part thereof or as a result of any merger, consolidation, acquisition such dividend or other exchange of assets to which any issuer may be a party or otherwise, distribution 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructionsii) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance Stockholders Agreement, vote any Shares of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain and, to Participant is the extent permitted by law, to vote and give consents, waivers and ratifications pursuant to Section 5(a) hereof. Any and all money and other property paid over to or received by record owner on 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 hereofrecord date for such vote.

Dividends, Etc. Declare or make, or permit any of its Subsidiaries to declare or make, any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of capital stock of the Borrower or any of its Subsidiaries or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of any class of capital stock of the Borrower or any of its Subsidiaries or any warrants, rights or options to acquire any such shares, now or hereafter outstanding, except that (i) the Borrower may pay dividends in the form of its capital stock, (ii) any wholly owned Subsidiary may pay non-cash dividends or make non- cash distributions to the Borrower or to another wholly owned Subsidiary and (iii) the Borrower and its Subsidiaries may declare and make cash dividend payments to their respective stockholders and purchase, redeem or otherwise acquire shares of their capital stock or warrants, rights or options to acquire such shares for cash PROVIDED, that the aggregate amount of such dividends declared and paid and the aggregate purchase price paid in connection with such purchases, redemptions or other acquisitions shall not (excluding dividends paid pursuant to the immediately succeeding PROVISO), in the case of the Borrower, exceed the sum of (a) So long as 50% of the cumulative Consolidated Net Income of the Borrower for all full Fiscal Years of the Borrower, commencing with and including the Borrower's 1994 Fiscal Year (the amount of such consolidated Net Income to be calculated by adding back thereto (to the extent deducted therefrom) up to $125,000,000 of any restructuring charges incurred by the Borrower in the Borrower's 1995 Fiscal Year) PLUS (b) on any date of determination after the end of the Borrower's 1995 Fiscal Year, $25,000,000; PROVIDED, HOWEVER, that the Borrower may in addition declare and make cash dividend payments to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights of options to acquire shares of its capital stock for cash in an amount equal to 50% of the Net Cash Proceeds received by the Borrower from the issuance of its Common Stock or in connection with other capital contributions after the date hereof in each case within the 180-day period preceding such date of determination; and PROVIDED, FURTHER, that immediately before and after giving effect thereto, no Default or Event of Default, Default shall have occurred and be continuing, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital continuing or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planexist. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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. (ai) So long as no Default or Event of Default, shall have occurred and be continuingBeginning on the Original Issue Date, the Trust Holders of outstanding shares of Junior Preferred Stock shall be entitled to receive receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the quarterly rate per share of $3.125 (1) per quarter. All dividends shall be cumulative and shall be payable in arrears on each Dividend Payment Date commencing on September 30, 1998. Such quarterly dividends shall accrue (whether or not earned or declared, whether or not permitted under any agreement of the Company and whether or not there are funds legally available therefor) on a daily basis from the last Dividend Payment Date, except that with respect to the first quarterly dividend, such dividend shall accrue from the Original Issue Date. (ii) All dividends and distributions paid with respect to shares of Junior Preferred Stock pursuant to Section 4(i) hereof shall be paid pro rata to the Holders entitled thereto. Any dividend not paid pursuant to this Section shall be fully cumulative and shall accrue (whether or not earned or declared, whether or not permitted under any agreement of the Company and whether or not there are funds legally available therefor) at the rate (1) Or 2-1/2% above subordinated notes issued in 144A offering, if higher. of 12.5%(2) per annum compounded quarterly and shall be in arrears until paid. (iii) No full dividend and no distribution shall be declared by the Board of Directors or paid or set apart for payment by the Company on Parity Securities for any period unless fully cumulative dividends have been or contemporaneously are declared and a sum set apart sufficient for payment on the Junior Preferred Stock for all cash full Quarterly Dividend Periods (including the Initial Dividend Period) terminating on or prior to the date of payment of such full dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote Parity Securities. If any dividends are not paid in full upon the Pledged Shares in accordance with the terms shares of the Plan Junior Preferred Stock and to give consentsthe Parity Securities, waivers and ratifications in respect all dividends declared for any period upon shares of the Pledged Shares, but any Junior Preferred Stock and all stock and/or liquidating dividends, distributions in property, returns the Parity Securities shall be declared pro rata so that the amount and form of capital or other distributions made on or in respect dividends declared per share of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement Junior Preferred Stock and the PlanParity Securities shall in all cases bear to each other the same ratio that accrued dividends per share on the Junior Preferred Stock and the Parity Securities bear to each other. (iv) Unless (a) full cumulative dividends have been paid, or funds have been set apart sufficient for such payment, on the Junior Preferred Stock for all full Quarterly Dividend Periods, including the Initial Dividend Period, if completed, since the Original Issue Date and (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have satisfied all of its redemption and repurchase obligations under Section 6 hereof, if any, the sole and exclusive right and authority Company shall not, directly or indirectly, whether in cash, obligations, or other property (other than in Junior Securities which are not Disqualified Capital Stock) declare, pay or set apart for payment any dividend on any Junior Security or make any distribution in respect thereof. (v) Each fractional share of Junior Preferred Stock outstanding shall be entitled to receive and retain the a ratably proportionate amount of dividends which the Trust would otherwise be authorized accruing with respect to retain and, to the extent permitted by law, to vote and give consents, waivers and ratifications each outstanding share of Junior Preferred Stock pursuant to this Section 5(a) hereof. Any 4, and all money and other property paid over such dividends with respect to or received by the Company pursuant to the provisions of this paragraph (b) such outstanding fractional shares shall be retained by the Company as additional Collateral hereunder fully cumulative and be applied in accordance with the provisions hereof.shall accrue on a daily basis

Dividends, Etc. (a) So Each of OFSI, Caterair Holdings and the Borrower will not, and each of Caterair Holdings and the Borrower will not permit any of their respective Subsidiaries to, authorize, declare or pay any Dividends with respect to OFSI, Caterair Holdings, the Borrower or any Subsidiary of Caterair Holdings or the Borrower, except that: (i) any Subsidiary of the Borrower or Caterair (x) may pay Dividends to the Borrower, Caterair or any Wholly-Owned Subsidiary of the Borrower or Caterair, as the case may be, and (y) if such Subsidiary is not a Wholly-Owned Subsidiary, may pay cash Dividends (or dividends in kind to the extent permitted by Section 9.12(b)(ii)) to its shareholders generally so long as the Borrower, Caterair or their 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 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); (ii) so long as there shall exist no Default or Event of Default, shall have occurred Default (both before and be continuingafter giving effect to the payment thereof), the Trust Borrower may pay cash Dividends to OFSI to enable OFSI to pay (and OFSI may pay) a cash Dividend to any of the Lufthansa Companies, in an aggregate amount not to exceed $2,500,000 in any fiscal year of the Borrower, provided, that any portion of such amount that is not paid as a Dividend in any fiscal year may be carried forward and paid to any of the Lufthansa Companies as a Dividend in any subsequent fiscal year of the Borrower; (iii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), the Borrower may pay cash Dividends to OFSI to enable OFSI to pay (and OFSI may pay) cash Dividends to stockholders of OFSI other than any of the Lufthansa Companies, so long as the amount of such Dividends paid in any fiscal year of the Borrower shall not exceed $6,000,000, provided, that any portion of such amount that is not paid as a Dividend in any fiscal year may be entitled carried forward and paid as a Dividend in any subsequent fiscal year of the Borrower; (iv) the Borrower may pay cash Dividends to receive OFSI in an amount sufficient to enable OFSI to (x) pay franchise taxes and other fees and expenses necessary to maintain its corporate existence, (y) pay reasonable fees to its directors and (z) perform accounting, legal, corporate reporting and administrative functions in the ordinary course of business, other than those functions which are related exclusively to OFSI's investments in Persons other than the Borrower and its Subsidiaries; (v) so long as there shall exist no Default under Section 10.01 or 10.05 or Event of Default (both before and after giving effect to the payment thereof), the Borrower may pay cash Dividends to OFSI in an aggregate amount not to exceed $6,000,000 in any 12 month period the proceeds of which are used by OFSI to (and all OFSI may, whether or not any such Default or Event of Default exists) repurchase outstanding shares of OFSI's common stock held by current or former employees or directors of the Borrower or any of its Subsidiaries (A) following the death, disability or termination of employment of such person or (B) pursuant to one or more written plans approved by the Board of Directors of OFSI; (vi) the Borrower may pay cash dividends Dividends to OFSI the proceeds of which are used by OFSI to fund payments under a plan implemented to compensate management of the Borrower and its Subsidiaries based on the Pledged Shares which it is otherwise entitled value of OFSI's common stock; (vii) Caterair may pay cash Dividends to receiveCaterair Holdings in an amount sufficient to enable Caterair Holdings to (x) pay franchise taxes and other fees and expenses necessary to maintain its corporate existence, (y) pay reasonable fees to its directors and (z) perform accounting, legal, corporate reporting and administrative functions in the ordinary course of business, provided that the amount of Dividends paid pursuant to vote preceding clauses (y) and (z) shall not exceed $200,000 in the Pledged Shares aggregate in accordance any fiscal year of Caterair; and (viii) OFSI may pay Dividends consisting of, or with the terms of proceeds received from the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital sale or other distributions made on disposition of, or in respect of with the Pledged Sharesearnings or Dividends received from, whether resulting from a subdivision, combination the Class B Assets or reclassification of the outstanding capital stock equity interests of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the PlanNon-SCIS Subsidiary. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain and, Except to the extent expressly permitted by lawthis Agreement, neither Caterair Holdings nor Caterair shall (i) make (or give any notice in respect thereof) any voluntary or mandatory payment, purchase, acquisition or redemption, whether by the making of any payments of the principal, interest or otherwise, with respect to vote and give consentsany loan, waivers and ratifications advance or other extension of credit made to Caterair Holdings or Caterair, or in respect of any Indebtedness or other obligation of Caterair Holdings or Caterair or (ii) pay any management fees, consulting fees or any other fees or expenses pursuant to Section 5(a) hereof. Any and all money and any management agreement, consulting agreement or any other property paid over to or received by the Company pursuant agreement other than to the provisions Borrower or any of its Wholly-Owned Subsidiaries. In addition, notwithstanding anything to the contrary contained in this paragraph Agreement, Caterair may not at any time pay any Dividends or make any advances to Caterair Holdings the proceeds of which are to be used to make payments (bwhether for principal, interest or otherwise) shall be retained by in respect of the Company as additional Collateral hereunder and be applied in accordance with the provisions hereofCaterair Holdings Unsecured Debentures.

Dividends, Etc. (a) So The Borrower will not redeem, retire, purchase or otherwise acquire, directly or indirectly, any Capital Stock of Borrower or other evidence of ownership interest, or declare or pay dividends upon any Capital Stock of Borrower or make any distribution of Borrower's property or assets (any of the foregoing, a "Dividend"), provided that this Section 8.09 will not prohibit, so long as no Default or Event of Default, Default shall have occurred and be continuingis continuing or would occur as a consequence thereof, (i) the repurchase, redemption or other acquisition or retirement for value of any shares of Capital Stock of the Borrower from the estate of Xxxxxx X. Xxxxx solely out of the proceeds of any policy of insurance maintained to provide funds for such purpose, (ii) to the extent the Indebtedness evidenced by the Xxxxx Note has not been assumed by the Borrower, the Trust shall be entitled payment of dividends to receive any and all cash dividends Holdings in an annual amount not to exceed $120,000 to fund payments of interest on the Pledged Shares which it is Xxxxx Note, (iii) the payment of cash Dividends to Holdings to the extent the proceeds are promptly used to pay administrative costs arising in the ordinary course of business, (iv) the payment of cash Dividends to Holdings to be promptly utilized by Holdings to Purchase its Common Stock (or options or warrants to purchase such Common Stock) from officers, employees and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise entitled to receive, and to vote the Pledged Shares in accordance with any stock option plan or any employee stock ownership plan or warrant plan and (v) the terms payment of cash Dividends to Holdings to the Plan and extent that the proceeds are used on the date of receipt to give consents, waivers and ratifications in respect of Purchase Discount Notes provided that any such Dividend will not exceed the Pledged SharesModified Available Amount at the time of, but any and all stock and/or liquidating dividendsimmediately prior to, distributions in property, returns the making of capital or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plansuch Dividend. (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 occurrence ability of any 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 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, the AF Credit Agreement, the Senior Note Documents, the Discount Note Indenture and during the continuance Subordinated Debt Documents (once executed); (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 an Event agreement which has been entered into for the sale or disposition of Defaultall or substantially all of the capital stock or assets of such Subsidiary, subject to so 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 Section 4(b) hereofany Indebtedness or other obligations secured by any such Liens, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain and, provided that such prohibitions or restrictions apply only to the extent permitted by law, assets subject to vote and give consents, waivers and ratifications pursuant to Section 5(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 hereofsuch Liens.

Dividends, Etc. (a) So long as no Default In the event any dividends are declared or Event paid or any other distribution is made on or with respect to the Common Stock of Default, shall have occurred and be continuingthe Corporation, the Trust holder of each share of Series A Preferred Stock as of the record date established by the Board of Directors for such dividend or distribution on the Common Stock shall be entitled to receive any and all dividends in an amount equal to the amount of the dividends or distribution that such holder would have received had the holder held one share of Common Stock as of the date immediately prior to the record date for such dividend or distribution on the Common Stock, such dividends to be payable on the same payment date established by the Board of Directors for the payment of such dividend or distribution on the Common Stock; provided, however, that such dividend shall be payable, at the option of the holder of each share of Series A Preferred Stock, (i) in a number of shares of Common Stock having a Fair Market Value on the date of payment of such dividend equal to the aggregate amount of such cash dividends otherwise payable to such holder on such date, with cash being paid in lieu of fractional shares of Common Stock or (ii) in an amount of cash equal to the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares Fair Market Value of such shares of Common Stock or (iii) in accordance with the terms any combination of the Plan and foregoing; provided, further, that if the election by any holder of Series A Preferred Stock to give consents, waivers and ratifications receive Common Stock in respect of the Pledged Shares, but any dividend or distribution would result in such holder and all stock and/or liquidating dividends, distributions its Affiliates Beneficially Owning in property, returns excess of capital or other distributions made on or in respect 49.8 percent of the Pledged SharesTotal Voting Power, whether resulting from a subdivision, combination or reclassification then such holder shall receive cash to the extent of such excess. The record date for any such dividend shall be the outstanding capital stock of any issuer thereof or received in exchange record date for the Pledged Shares applicable dividend or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer may be a party or otherwisedistribution on the Common Stock, and any and all cash and other property received in exchange for any Collateral such dividends shall be, and become part of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered payable to the Company or its designated nominee (accompanied, if appropriate, by proper instruments Persons in whose name the Series A Preferred Stock is registered at the close of assignment and/or stock powers executed by business on the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planapplicable record date. (b) Upon No dividend shall be paid or declared on any share of Common Stock, unless a dividend, payable in the occurrence same consideration and during manner, is simultaneously paid or declared, as the continuance case may be, on each share of Series A Preferred Stock in an Event amount determined as set forth above. For purposes hereof, the term "dividends" shall include any pro rata distribution by the Corporation of Defaultcash, subject property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the terms of Section 4(b) hereof, all rights holders of the Trust pursuant to Section 5(a) hereof shall cease and Common Stock, whether or not paid out of capital, surplus or earnings, other than a distribution upon liquidation of the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Corporation in accordance with the provisions Section 3 hereof. (c) No subdivision, combination, consolidation or reclassification shall be effected with respect to the Common Stock unless a proportionate subdivision, combination, consolidation or reclassification, effected in the same manner, is simultaneously effected with respect to each share of Series A Preferred Stock, and no subdivision, combination, consolidation or reclassification shall be effected with respect to the Series A Preferred Stock unless a proportionate subdivision, combination, consolidation or reclassification, effected in the same manner, is simultaneously effected with respect to each share of Common Stock. (d) Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Corporation shall take all prior corporate action necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Dividends, Etc. (a) So The Borrower will not redeem, retire, purchase or otherwise acquire, directly or indirectly, any Capital Stock of Borrower or other evidence of ownership interest, or declare or pay dividends upon any Capital Stock of Borrower or make any distribution of Borrower's property or assets (any of the foregoing, a "Dividend"), provided that this Section 8.09 will not prohibit, so long as no Default or Event of Default, Default shall have occurred and be continuingis continuing or would occur as a consequence thereof, (i) the repurchase, redemption or other acquisition or retirement for value of any shares of Capital Stock of the Borrower from the estate of Xxxxxx X. Xxxxx solely out of the proceeds of any policy of insurance maintained to provide funds for such purpose, (ii) to the extent the Indebtedness evidenced by such Note has not been assumed by the Borrower, the Trust shall be entitled payment of dividends to receive any and all cash dividends Holdings in an annual amount not to exceed $120,000 to fund payments of interest on the Pledged Shares which it is Xxxxx Note, (iii) the payment of cash Dividends to Holdings to the extent the proceeds are promptly used to pay administrative costs arising in the ordinary course of business, (iv) the payment of cash Dividends to Holdings to be promptly utilized by Holdings to purchase its Common Stock (or options or warrants to purchase such Common Stock) from officers, employees and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise entitled to receive, and to vote the Pledged Shares in accordance with any stock option plan or any employee stock ownership plan or any warrant plan and (v) the terms payment of cash Dividends to Holdings to the Plan and extent that the proceeds are used on the date of receipt to give consents, waivers and ratifications in respect of Purchase Discount Notes provided that any such Dividend will not exceed the Pledged SharesModified Available Amount at the time of, but any and all stock and/or liquidating dividendsimmediately prior to, distributions in property, returns the making of capital or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plansuch Dividend. (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 occurrence ability of any 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 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, the RF Credit Agreement, the Senior Note Documents, the Discount Note Indenture and during the continuance Subordinated Debt Documents (once executed); (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 an Event agreement which has been entered into for the sale or disposition of Defaultall or substantially all of the capital stock or assets of such Subsidiary, subject to so 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 Section 4(b) hereofany Indebtedness or other obligations secured by any such Liens, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain and, provided that such prohibitions or restrictions apply only to the extent permitted by law, assets subject to vote and give consents, waivers and ratifications pursuant to Section 5(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 hereofsuch Liens.

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 Default or Event of Default, shall have Default has occurred and be continuingis continuing or would result therefrom, the Trust shall be entitled to receive any and all Borrower may redeem or repurchase for cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares (or in accordance with the terms consideration of the Plan and issuance of subordinated notes permitted to give consentsbe issued by Section 8.04(i)), waivers and ratifications in respect of at fair value, the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of the Borrower (or --------------- options to purchase Capital Stock) from any issuer thereof or received in exchange for 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 any issuer 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 bethe aggregate, and become part 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 TrustBorrower 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 forthwith be delivered the Borrower may effect such repurchases without regard to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance dollar limitations set forth above solely with the Company's instructions) to be held subject to proceeds of key man life insurance obtained for the terms purpose of this Agreement and the Planmaking 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 occurrence ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary of the 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 during the continuance 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 an Event agreement which has been entered into for the sale or disposition of Defaultall or substantially all of the Capital Stock or assets of such Subsidiary, subject to so 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 Section 4(b) hereofany Indebtedness or other obligations secured by any such Liens, all rights of provided that such prohibitions or restrictions apply only to -------- the Trust pursuant assets subject to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 hereofsuch Liens.

Dividends, Etc. The Borrower will not declare or pay any dividends (aother than dividends payable solely in common stock of the Borrower) So long as on, or make any other distribution or payment on account of (other than in shares of the common stock of the Borrower), and the Borrower will not, and will not permit any of its Subsidiaries to, purchase, redeem, retire or otherwise acquire, any shares of any class of the capital stock of the Borrower, whether now or 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, Default shall have occurred and be continuing, the Trust continuing or shall be entitled to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receiveresult therefrom, and (ii) the sum of (A) the aggregate amount of all dividends declared on, and distributions and payments made with respect to vote the Pledged Shares such capital stock (except in accordance with the terms shares of common stock of the Plan Borrower) subsequent to September 30, 1996, PLUS (B) the aggregate amount of all purchases, redemptions, retirements and to give consents, waivers and ratifications in respect other acquisitions of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns shares of capital or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received the Borrower made subsequent to September 30, 1996, will not be in exchange 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 any mergerthe last calendar month preceding the date of such proposed declaration, consolidationpayment, acquisition distribution, purchase, redemption, retirement or other exchange 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 to which any issuer may be a party or otherwise, and any and all cash (excluding sales in the ordinary course of business) and other property received in exchange for any Collateral shall be, and become part of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money extraordinary gains and other property paid over to or received by the Company pursuant to the one-time non-cash gains, which are included therein. The provisions of this paragraph (b) section 9.6 shall not prevent the payment of any dividend which on the date of its declaration shall not be retained prohibited by this section 9.6, PROVIDED that such declaration shall have been within 60 days of the Company as additional Collateral hereunder payment date and no Default or Event of Default shall otherwise have occurred and be applied in accordance with continuing on the provisions hereofpayment date.

Dividends, Etc. (a1) So long as no Default Make, declare or Event pay any dividend other than (i) in the case of DefaultBay, shall have occurred and be continuing, the Trust shall be entitled to receive any and all (A) regular quarterly cash dividends on Bay Stock in the Pledged Shares which ordinary course consistent with past practice (provided that it is otherwise entitled understood and agreed that Bay will, on the date of announcement of the transactions contemplated hereby, also announce that Bay is increasing its regular quarterly dividend by an amount equal to receive$0.09 per share of Bay Stock in excess of Bay's current quarterly dividend, effective with respect to all dividends payable from and after the Effective Time, and provided, further, that should Bay so determine, Bay's current quarterly dividend may be so increased prior to vote the Pledged Shares Effective Time) and (B) dividends from greater than 95%-owned Subsidiaries to Bay or another greater than 95%-owned Subsidiary of Bay, as applicable, and (ii) in accordance the case of Avalon, (A) regular quarterly cash dividends on Avalon Stock in the ordi- nary course consistent with the terms past practice and (B) dividends from greater than 95%-owned Subsidiaries to Avalon or another greater than 95%-owned Subsidiary of the Plan and to give consentsAvalon, waivers and ratifications in respect of the Pledged Shares, but any and all stock and/or liquidating dividends, distributions in property, returns of capital or other distributions made as applicable) on or in respect of, or declare or make any distribution on any shares of its stock, or (2) other than (A) as Previously Disclosed in its Disclosure Schedule or (B) in the ordinary course pursuant to employee benefit plans, directly or indirectly combine, redeem, reclassify, purchase or otherwise acquire, any shares of its stock. After the date hereof, each of Bay and Avalon shall coordinate with the other the declaration of any dividends in respect of Bay Common Stock and Avalon Common Stock and the record dates and payment dates relating thereto, it being the intention of the Pledged Shares, whether resulting from a subdivision, combination parties hereto that holders of Bay Common Stock or reclassification Avalon Common Stock shall not receive two dividends for any single calendar quarter with respect to their shares of the outstanding capital stock Bay Common Stock and/or Avalon Common Stock and any shares of Bay Common Stock any issuer thereof or received such holder receives in exchange for therefor in the Pledged Shares or any part thereof or as a result of any mergerMerger. In addition, consolidationnotwithstanding the foregoing, acquisition or other exchange of assets Avalon shall be permitted to which any issuer may be a party or otherwisepay the Final Company Dividend, and any and all cash and other property received in exchange if Avalon shall declare the Final Company Dividend, Bay shall be permitted to declare a dividend per share to holders of Bay Common Stock, the record date for any Collateral which shall be, and become part be the close of business on the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered last business day prior to the Company or its designated nominee (accompaniedEffective Time, if appropriate, by proper instruments in an amount per share of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject Bay Common Stock equal to the terms quotient obtained by dividing (x) the Final Company Dividend per share of this Agreement and Avalon Common Stock paid by Avalon by (y) the PlanExchange Ratio. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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. (ai) So long as no Default any Subsidiary of the Company may pay Dividends to its parent if such parent is the Company and/or a wholly-owned Subsidiary or Event an Agency Subsidiary of Default, shall have occurred and be continuingthe Company. Notwithstanding anything to the contrary contained herein, the 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 in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive and retain the dividends which the Trust would otherwise be authorized to retain andshall, to the extent permitted by lawApplicable Law, cause its Subsidiaries to vote pay Dividends in a timely manner to the Company necessary to enable the Company to pay the Obligations in accordance with this Agreement. In the event that such Dividends are not sufficient to enable the Company to pay the Obligations in accordance with this Agreement, the Company will use its commercially reasonable efforts to obtain the approvals of any Governmental Authority to permit its Insurance Subsidiaries to pay Dividends to the Company in an amount sufficient for the Company to repay such Obligations; and (ii) the Company may repurchase its Common Stock and/or options or warrants to purchase its Common Stock from directors, employees or former employees of the Company and give consentsits Subsidiaries, waivers provided that, in the -------- case of any such repurchase, (a) no Default exists at the time thereof and ratifications pursuant to Section 5(a(b) hereof. Any and all money and other property paid over to or received the aggregate amount expended by the Company pursuant to the provisions of this paragraph clause (iii) shall not exceed $150,000 in any fiscal year. (b) shall be retained by The Company will not, and will not suffer or permit any of its Subsidiaries to, enter into any agreement or suffer to exist any contractual restriction which prohibits or otherwise restricts the ability of any Subsidiary to (i) pay Dividends or make other distributions to, or pay any Indebtedness owed to, the Company or any Subsidiary, (ii make loans or advances to the Company or any other Subsidiary, (ii transfer any of its properties or assets to the Company or any other Subsidiary or (iv guarantee the Obligations, other than prohibitions or restrictions existing under or by reason of (A) this Agreement and the Related Documents, (B) prohibitions or restrictions in effect on the date hereof (including orders related to the Transaction) listed on Schedule 5.10, (C) any applicable law, rule or regulation which applies generally to all insurance companies regulated thereunder, (D) customary non-assignment provisions in contracts entered into in the ordinary course of business and consistent with past practices, (E) purchase money obligations for property acquired in the ordinary course of business, so long as additional Collateral such obligations are permitted under this Agreement, (F) any documents or instruments governing the terms of any Indebtedness or other obligations secured by Liens permitted under this Agreement, provided, that such prohibitions or restrictions apply only to -------- the assets subject to such Liens, (G) customary restrictions pursuant to any agreement with respect to any asset sale permitted hereunder solely with respect to the assets being sold, (H) customary restrictions in licenses relating solely to the interests of the licensors so long as such licenses were entered into in the ordinary course of business and be applied consistent with past practices, and (I) customary restrictions on cash deposits imposed under contracts entered into in accordance the ordinary course of business and consistent with the provisions hereofpast practices.

Dividends, Etc. (a) So long as no Default In the event any dividends are declared or Event paid or any other distribution is made on or with respect to the Common Stock of Default, shall have occurred and be continuingthe Corporation, the Trust holder of each share of Series A Preferred Stock as of the record date established by the Board of Directors for such dividend or distribution on the Common Stock shall be entitled to receive any and all dividends in an amount equal to the amount of the dividends or distribution that such holder would have received had the holder held one share of Common Stock as of the date immediately prior to the record date for such dividend or distribution on the Common Stock, such dividends to be payable on the same payment date established by the Board of Directors for the payment of such dividend or distribution on the Common Stock; provided, however, that such dividend shall be payable, at the option of the holder of each share of Series A Preferred Stock, (i) in a number of shares of Common Stock having a Fair Market Value on the date of payment of such dividend equal to the aggregate amount of such cash dividends otherwise payable to such holder on such date, with cash being paid in lieu of fractional shares of Common Stock or (ii) in an amount of cash equal to the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares Fair Market Value of such shares of Common Stock or (iii) in accordance with the terms any combination of the Plan and foregoing; provided, further, that if the election by any holder of Series A Preferred Stock to give consents, waivers and ratifications receive Common Stock in respect of the Pledged Shares, but any dividend or distribution would result in such holder and all stock and/or liquidating dividends, distributions its Affiliates Beneficially Owning in property, returns excess of capital or other distributions made on or in respect 49.8 percent of the Pledged SharesTotal Voting Power, whether resulting from a subdivision, combination or reclassification then such holder shall receive cash to the extent of such excess. The record date for any such dividend shall be the outstanding capital stock of any issuer thereof or received in exchange record date for the Pledged Shares applicable dividend or any part thereof or as a result of any merger, consolidation, acquisition or other exchange of assets to which any issuer may be a party or otherwisedistribution on the Common Stock, and any and all cash and other property received in exchange for any Collateral such dividends shall be, and become part of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered payable to the Company or its designated nominee (accompanied, if appropriate, by proper instruments Persons in whose name the Series A Preferred Stock is registered at the close of assignment and/or stock powers executed by business on the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Planapplicable record date. (b) Upon No dividend shall be paid or declared on any share of Common Stock, unless a dividend, payable in the occurrence same consideration and during manner, is simultaneously paid or declared, as the continuance case may be, on each share of Series A Preferred Stock in an Event amount determined as set forth above. For purposes hereof, the term “dividends” shall include any pro rata distribution by the Corporation of Defaultcash, subject property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the terms of Section 4(b) hereof, all rights holders of the Trust pursuant to Section 5(a) hereof shall cease and Common Stock, whether or not paid out of capital, surplus or earnings, other than a distribution upon liquidation of the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 Corporation in accordance with the provisions Section 3 hereof. (c) No subdivision, combination, consolidation or reclassification shall be effected with respect to the Common Stock unless a proportionate subdivision, combination, consolidation or reclassification, effected in the same manner, is simultaneously effected with respect to each share of Series A Preferred Stock, and no subdivision, combination, consolidation or reclassification shall be effected with respect to the Series A Preferred Stock unless a proportionate subdivision, combination, consolidation or reclassification, effected in the same manner, is simultaneously effected with respect to each share of Common Stock. (d) Prior to declaring any dividend or making any distribution on or with respect to shares of Common Stock, the Corporation shall take all prior corporate action necessary to authorize the issuance of any securities payable as a dividend in respect of the Series A Preferred Stock.

Dividends, Etc. The number of securities issuable upon conversion of this Debenture and the Conversion Price of the Debentures shall be subject to adjustment from time to time upon certain events, as follows: (ai) So long as no Default If the Company pays a dividend in shares of Series A Shares, Series D Shares or Event Series L Shares, makes a distribution to all Holders of Defaultshares of any class of its capital stock in Series A Shares, Series D Shares or Series L Shares, subdivides or splits its outstanding Series A Shares, Series D Shares or Series L Shares into a greater number of shares or combines its outstanding Series A Shares, Series D Shares or Series L Shares into a smaller number of shares of Series A Shares, Series D Shares or Series L Shares, respectively, otherwise reclassifies or recapitalizes the Series A Shares, Series D Shares or Series L Shares or in the case of a merger or consolidation of the Company with or into any other Person, then the number of shares of Series A Shares into which this Debenture is convertible ("Conversion Shares") shall have occurred and be continuing, adjusted so that the Trust Holder hereof shall be entitled to receive any the kind and all cash dividends on number of shares or other securities of the Pledged Shares which Company that it is otherwise would have owned and/or been entitled to receive, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange for the Pledged Shares or any part thereof or receive as a result of any merger, consolidation, acquisition or other exchange of assets to which any 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 andevents described above, if received by had this Debenture been converted immediately before such event, effective immediately after the Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments effective date of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plansuch event. (bii) Upon Whenever the occurrence number of Conversion Shares is adjusted pursuant to this paragraph (a), the Conversion Price per share shall also be adjusted (to the nearest cent) by multiplying the Conversion Price per share immediately before such adjustment by a fraction, the numerator of which is the number of Conversion Shares immediately before such adjustment, and during the continuance denominator of which is the number of Conversion Shares immediately thereafter. (iii) In the event that at any time, as a result of an Event adjustment made pursuant to this paragraph (a), this Debenture shall become convertible for any securities of Defaultthe Company other than Series A Shares, thereafter the number of such other securities so issuable upon conversion of this Debenture and the Conversion Price with respect to such securities shall be subject to the adjustment from time to time in a manner and on terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money and other property paid over to or received by the Company pursuant as equivalent as practicable to the provisions of this paragraph (ba) shall be retained by with respect to the Company as additional Collateral hereunder and be applied in accordance with the provisions hereofSeries A Shares.

Dividends, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, authorize, declare or pay any Dividends with respect to the Borrower or any of its Subsidiaries, except that: (ai) So (x) any Subsidiary of the Borrower may pay cash Dividends to the Borrower or any Subsidiary Guarantor and (y) any Subsidiary of the Borrower which is not a Subsidiary Guarantor may also pay cash Dividends to any Wholly-Owned Subsidiary of the Borrower; (ii) the Transaction shall be permitted; (iii) so long as there shall exist no Default or Event of Default, shall have occurred Default (both before and be continuingafter giving effect to the payment thereof), the Trust Borrower may make Dividends consisting of redemptions and/or repurchases of Borrower Common Stock or options to purchase Borrower Common Stock (whether pursuant to the employee stock purchase plan of the Borrower in existence on the Initial Borrowing Date or otherwise) with amounts which, at the time of the payment of such Dividends, do not exceed the Cumulative Retained Excess Cash Flow Amount as then in effect, so long as, immediately after giving effect to the payment of any such Dividend, (x) the Total Unutilized Revolving Loan Commitment shall equal or exceed $15,000,000 and (y) the Total Leverage Ratio shall be entitled less than or equal to receive any 1.50:1.00; (iv) so long as there shall exist no Default or Event of Default (both before and all cash dividends after giving effect to the payment thereof), the Borrower may make Dividends consisting of redemptions and/or repurchases of Borrower Common Stock or options to purchase Borrower Common Stock (whether pursuant to the employee stock purchase plan of the Borrower in existence on the Pledged Shares which it is otherwise entitled Initial Borrowing Date or otherwise) in an aggregate amount equal to receive50% of the aggregate Net Equity Proceeds received by the Borrower after the Initial Borrowing Date from the sale or issuance by the Borrower of Borrower Common Stock or options, and warrants or rights to vote purchase Borrower Common Stock, or upon the Pledged Shares exercise thereof, in each case to officers, employees or directors of the Borrower or any of its Subsidiaries; (v) the Borrower may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash) in accordance with the terms of the Plan documentation governing same; (vi) so long as there shall exist no Default or Event of Default (both before and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered after giving effect to the Company or its designated nominee (accompaniedpayment thereof), if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust Borrower may pay regularly accruing Dividends with respect to Existing Preferred Stock in accordance with the Company's instructionsdocumentation governing same (as such documentation is in effect on the Initial Borrowing Date) in an aggregate amount not to be held subject to exceed $50,000 in any fiscal year of the terms of this Agreement and the Plan.Borrower; (bvii) Upon the occurrence and during the continuance of an so long as there shall exist no Default or Event of DefaultDefault (both before and after giving effect thereto), subject to the terms of Section 4(bBorrower may (x) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money and other property paid over to repurchase or received by the Company redeem Existing Preferred Stock not redeemed or repurchased pursuant to the provisions Existing Preferred Stock Redemption for not more than $2,500,000 in aggregate cash consideration (exclusive of this paragraph accrued and unpaid Dividends thereon) and (by) shall be retained by concurrently with the Company as additional Collateral hereunder repurchase or redemption of such Existing Preferred Stock, make payments of accrued and be applied unpaid preferred dividends thereon (in accordance with the provisions hereofdocumentation governing same (as such documentation is in effect on the Initial Borrowing Date)), provided that all such Existing Preferred Stock shall become authorized but unissued shares of preferred stock generally of the Borrower (as opposed to being shares of Existing Preferred Stock); (viii) so long as there shall exist no Default or Event of Default (both before and after giving effect to the payment thereof), the Borrower may purchase shares of Borrower Common Stock in the open market for the account of its and its Subsidiaries’ employees and officers pursuant to, and in accordance with the terms of, the employee stock purchase plan of the Borrower in existence on the Initial Borrowing Date (or pursuant to a replacement plan approved by the Borrower’s Board of Directors) so long as (x) substantially all of the cash used by the Borrower to make such purchases shall be cash withheld or deducted from such employees or officers’ paychecks and (y) with respect to that portion of the purchase price that is paid from the Borrower’s own funds, such purchase is treated as an expense and reduces the Consolidated Net Income of the Borrower in accordance with generally accepted accounting principles; and (ix) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the equity interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the equity interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary).

Dividends, Etc. (a) So long No dividends that are declared on shares of Acquiror Common Stock or Acquiror New Preferred Stock will be paid to persons entitled to receive certificates representing shares of Acquiror Common Stock or Acquiror New Preferred Stock, as no Default the case may be, until such persons surrender their certificates representing shares of Company Common Stock, Company Convertible Preferred Stock or Event Other Company Preferred Stock, as the case may be. Upon such surrender, there shall be paid to the person in whose name the certificates representing such shares of DefaultAcquiror Common Stock or Acquiror New Preferred Stock, as the case may be, shall be issued, any dividends which shall have occurred become payable with respect to such shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, between the Effective Time and be continuing, the Trust time of such surrender. In no event shall the person entitled to receive such dividends be entitled to receive interest on such dividends. If any and all cash certificates for any shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, are to be issued in a name other than that in which the certificate representing shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes required by reason of the issuance of certificates for such shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, in a name other than that of the registered holder of the certificate surrendered or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Notwithstanding the foregoing, (i) neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock, Company Convertible Preferred Stock or Other Company Preferred Stock, as the case may be, for any shares of Acquiror Common Stock or Acquiror New Preferred Stock, as the case may be, or dividends on the Pledged Shares which it is otherwise entitled to receivethereon, and to vote the Pledged Shares or in accordance with the terms Section 3.4 hereof, any cash in lieu of the Plan and to give consentsfractional share interests, waivers and ratifications in respect of the Pledged Shareseach case, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust a public official pursuant to Section 5(a) hereof shall cease applicable escheat Laws and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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.ii)

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 Default or Event At any time after the redemption in full of Default, shall have occurred and be continuingthe Senior Notes, the Trust shall be entitled 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 receive the Borrower or any other Loan Party; (c) The Borrower may consummate the Xxxxx Acquisition in accordance with the terms and all cash dividends on conditions of the Pledged Shares which it is otherwise entitled Xxxxx 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 receive, the Initial Turecamo Stockholders and to vote the Pledged Shares their permitted transferees in accordance with the terms of the Plan Stockholders Agreement (as defined in the Xxxxx Acquisition Agreement) (the "PUT PAYMENTS"); PROVIDED, HOWEVER, that (x) no such Put Payments shall be made to such Initial Turecamo Stockholders or their Permitted Transferees at any time prior to April 1, 2001 and (y) no such Put Payments shall be made to give consentssuch 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, waivers 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 ratifications 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 restrictions set forth in the provisos in this clause (e) shall not be applicable with respect to any Put Payments to be made to such deceased or disabled (as used or defined in the Stockholders Agreement) Initial Turecamo Stockholder; (f) The Borrower may redeem or repurchase its capital stock held by any of the Xxxxx Individuals and may make Compensation Payments to the Xxxxx Individuals in respect of such redemption or purchase, but solely to the extent expressly permitted under, and 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 Xxxxx Acquisition Documents) in respect of the Pledged Sharesperiod from January 1, but any and 1998 through the date of closing of the transactions as contemplated by the Xxxxx Acquisition Agreement MINUS (ii) all stock and/or liquidating dividends, distributions in property, returns of capital Tax Distributions previously distributed by the Borrower or other distributions made on or its Subsidiaries to the Initial Turecamo Stockholders in respect of the Pledged Sharesperiod from January 1, whether resulting from a subdivision, combination or reclassification 1998 through the date of closing of the outstanding capital stock of any 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 any 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 contemplated by the Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Xxxxx Acquisition Agreement and the Plan. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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 hereofXxxxx Acquisition Documents.

Dividends, Etc. (a) So long as no Default Without the prior written consent of the Required Lenders, Borrower will not declare or Event of Default, shall have occurred and be continuing, the Trust shall be entitled to receive pay any and all cash dividends on in any fiscal year in an aggregate amount in excess of twenty percent (20%) of Consolidated Net Income for such fiscal year. Without the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares in accordance with the terms prior written consent of the Plan and to give consentsRequired Lenders, waivers and ratifications in respect Borrower shall not (without duplication) (i) purchase, redeem, or otherwise acquire for value any of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding its capital stock now or hereafter outstanding for an aggregate amount of consideration in excess of U.S. $12,500,000.00 during the period from the Closing Date through and including the later to occur of (A) the Revolving Credit Termination Date or (B) the last to occur Term Loan Maturity Date of any issuer thereof Term Loan hereunder; (ii) return any capital to its stockholders as such, or received in exchange for the Pledged Shares make any other payment or any part thereof or as a result of any merger, consolidation, acquisition or other exchange distribution of assets to which its stockholders as such; (iii) permit any issuer may be a party of its Subsidiaries to do any of the foregoing or to purchase or otherwise acquire for value any stock of the Borrower or its Subsidiaries, provided that nothing herein shall prevent Borrower from contributing proceeds of Advances to Subsidiaries who are Guarantors hereunder either in the form of equity contributions (for issuance of additional shares of Subsidiary stock to Borrower or otherwise) or in the form of inter-company loans; or (iv) make any payment or prepayment of principal of, and premium, if any, or interest on, or redeem, defease or otherwise retire, any and all cash and other property received in exchange Indebtedness before its scheduled due date, except for any Collateral shall be, and become part required mandatory prepayments (other than by acceleration upon default) under any Indebtedness secured by Permitted Prior Liens existing as of the Collateral pledged hereunder and, if received by the Trust, shall forthwith be delivered date hereof and permitted pursuant to the Company or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plan. (b) Section 5.4. Upon the occurrence and during of an Event of Default or an event which, with the continuance giving of notice or the passage of time, or both, would constitute an Event of Default, subject as well as during the continuance thereof, Borrower shall not, and shall not permit any Subsidiary to: (a) redeem, retire, purchase or otherwise acquire, directly or indirectly, for value or set apart any sum for the redemption, retirement, purchase or other acquisition of, directly or indirectly, any shares of its common stock or warrants or options to the terms purchase any shares of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money and other property paid over to its common stock; or received by the Company pursuant to the provisions of this paragraph (b) shall be retained declare any dividends or make any other distribution with respect to its stock (whether by the Company as additional Collateral hereunder and be applied in accordance with the provisions hereofreduction of capital or otherwise), without Agent's prior written consent.

Dividends, Etc. Declare or pay any dividend on its Equity, make any payment to purchase, redeem, retire or otherwise acquire any of its Equity now or hereafter outstanding, return any capital to its stockholders, partners or members, make any distribution of its assets, Equity, obligations or securities to its stockholders, partners or members (an "EQUITY DISTRIBUTION"), except (a) So long as no Default or Event of Defaultthat any Credit Party may make equity distributions to any US Borrower, shall have occurred and be continuing, the Trust shall be entitled (b) C&P may make equity distributions to receive any and all cash dividends on the Pledged Shares which it is otherwise entitled to receive, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications Maverick ULC in respect of the Pledged Sharespreferred stock of C&P held by Maverick ULC which has been pledged by Maverick ULC to secure the Lender Indebtedness, but provided, that, (i) C&P may make equity distributions on such preferred stock in cash only to Maverick ULC and (ii) C&P shall deposit all such cash equity distributions directly into the Maverick ULC Blocked Account (and Maverick ULC hereby irrevocably authorizes and instructs C&P to make such deposits into the Maverick ULC Blocked Account), (c) any Canadian Borrower may make equity distributions to other Canadian Borrowers, provided, that, cash equity distributions by Maverick ULC shall be deposited into the International Holdings Blocked Account (and International Holdings hereby irrevocably authorizes and instructs Maverick ULC to make such deposits into the International Holdings Blocked Account), (d) the Company may purchase, redeem, retire or otherwise acquire its outstanding Equity (a "STOCK REPURCHASE") so long as (1) Excess Availability was not less than $40,000,000 at any time during the thirty (30) day period ending on the date of such Stock Repurchase assuming that such Stock Repurchase occurred on the first day of such period, (2) Excess Availability will be not less than $40,000,000 immediately after giving effect to such Stock Repurchase, (3) no Default exists or will exist after giving effect to such Stock Repurchase, (4) the aggregate amount paid for all stock and/or liquidating such Stock Repurchases does not exceed $20,000,000 during the period beginning on March 28, 2002 and running through the term of this Agreement, and (e) the Company may pay dividends on its outstanding Equity so long as (i) Excess Availability was not less than $40,000,000 at any time during the thirty (30) day period ending on the date such dividends are paid assuming that such dividends were paid in the first day of such period, (ii) Excess Availability will be not less than $40,000,000 immediately after giving effect to the payment of such dividends, distributions in property, returns of capital (iii) no Default exists or other distributions made on or in respect of the Pledged Shares, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of 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 any 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 Trust, shall forthwith be delivered will exist after giving effect to the Company payment of such dividend, (iv) the aggregate amount of all dividends paid does not exceed (1) $5,000,000 in any period of twelve consecutive months, or its designated nominee (accompanied, if appropriate, by proper instruments of assignment and/or stock powers executed by 2) $10,000,000 during the Trust in accordance with the Company's instructions) to be held subject to the terms term of this Agreement and the PlanAgreement. (b) Upon the occurrence and during the continuance of an Event of Default, subject to the terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(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. The number of securities issuable upon conversion of this Debenture and the Conversion Price of the Debentures shall be subject to adjustment from time to time upon certain events, as follows: (ai) So long as no Default If the Company pays a dividend in shares of Series A Shares, makes a distribution to all Holders of shares of any class of its capital stock in Series A Shares, subdivides or Event splits its outstanding Series A Shares into a greater number of Defaultshares or combines its outstanding Series A Shares into a smaller number of shares of Series A Shares, otherwise reclassifies or recapitalizes the Series A Shares, or in the case of a merger or consolidation of the Company with or into any other Person, then the number of shares of Series A Shares into which this Debenture is convertible ("Conversion Shares") shall have occurred and be continuing, adjusted so that the Trust Holder hereof shall be entitled to receive any the kind and all cash dividends on number of shares or other securities of the Pledged Shares which Company that it is otherwise would have owned and/or been entitled to receive, and to vote the Pledged Shares in accordance with the terms of the Plan and to give consents, waivers and ratifications in respect of the Pledged Shares, 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, whether resulting from a subdivision, combination or reclassification of the outstanding capital stock of any issuer thereof or received in exchange for the Pledged Shares or any part thereof or receive as a result of any merger, consolidation, acquisition or other exchange of assets to which any 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 andevents described above, if received by had this Debenture been converted immediately before such event, effective immediately after the Trust, shall forthwith be delivered to the Company or its designated nominee (accompanied, if appropriate, by proper instruments effective date of assignment and/or stock powers executed by the Trust in accordance with the Company's instructions) to be held subject to the terms of this Agreement and the Plansuch event. (bii) Upon Whenever the occurrence number of Conversion Shares is adjusted pursuant to this paragraph (a), the Conversion Price per share shall also be adjusted (to the nearest cent) by multiplying the Conversion Price per share immediately before such adjustment by a fraction, the numerator of which is the number of Conversion Shares immediately before such adjustment, and during the continuance denominator of which is the number of Conversion Shares immediately thereafter. (iii) In the event that at any time, as a result of an Event adjustment made pursuant to this paragraph (a), this Debenture shall become convertible for any securities of Defaultthe Company other than Series A Shares, thereafter the number of such other securities so issuable upon conversion of this Debenture and the Conversion Price with respect to such securities shall be subject to the adjustment from time to time in a manner and on terms of Section 4(b) hereof, all rights of the Trust pursuant to Section 5(a) hereof shall cease and the Company shall have the sole and exclusive right and authority to receive 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 pursuant to Section 5(a) hereof. Any and all money and other property paid over to or received by the Company pursuant as equivalent as practicable to the provisions of this paragraph (ba) shall be retained by with respect to the Company as additional Collateral hereunder and be applied in accordance with the provisions hereofSeries A Shares.