Common use of Special Provisions Relating to Stock Collateral Clause in Contracts

Special Provisions Relating to Stock Collateral. i. So long as no Event of Default shall have occurred and be continuing, the Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral; and Netgateway shall, at the Obligor's expense, execute and deliver to the Obligor or cause to be executed and delivered to the Obligor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor may reasonably request for the purpose of enabling the Obligor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.e. ii. So long as no Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. If any Event of Default shall have occurred and be continuing, and whether or not Netgateway exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Note, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway shall so request, the Obligor agrees to execute and deliver to Netgateway appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway prior to such cure shall, upon request of the Obligor (except to the extent applied to the Secured Obligations), be returned by Netgateway to the Obligor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Debtor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Basic Document, provided that the Debtor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Basic Document; and Netgateway the Secured Party shall, at the ObligorDebtor's expense, execute and deliver to the Obligor Debtor or cause to be executed and delivered to the Obligor Debtor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor Debtor may reasonably request for the purpose of enabling the Obligor Debtor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.e2.06(a). ii. So long as no Event (b) Regardless of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. If whether if any Event of Default shall have occurred and be continuing, and whether or not Netgateway the Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteany other Basic Document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway and retained by it the Secured Party as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway the Secured Party shall so request, the Obligor Debtor agrees to execute and deliver to Netgateway the Secured Party appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event . Any cash dividend so received by the Secured Party shall be credited as prepayments of Default is cured, any such dividend or distribution paid to Netgateway prior to such cure shall, upon request of the Obligor (except to the extent applied to the Secured Obligations), be returned by Netgateway to the Obligor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Grantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Transaction Document; and Netgateway shallprovided, at that the Obligor's expense, execute and deliver to Grantors agree that they will not vote the Obligor or cause to be executed and delivered to Stock Collateral in any manner that is inconsistent with the Obligor all such proxies, powers terms of attorney, dividend and other orders and other instruments, without recourse, as the Obligor may reasonably request for the purpose of enabling the Obligor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.eany Transaction Document. ii. (b) So long as no Event of Default shall have occurred and be continuing, the Obligor Grantors shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surpluscash. iii. (c) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway the Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, law or this Agreement or the NotePledge Agreement, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Collateral Agent and retained by it in a segregated account as part of the Stock Collateral, subject to the terms of this Pledge Agreement, and, and if Netgateway the Collateral Agent shall so request, the Obligor each Grantor agrees to execute and deliver to Netgateway the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end; provided, provided that if such Event of Default is curedcured or waived in the manner as set forth in the Notes, any such dividend or distribution paid to Netgateway the Collateral Agent prior to such cure or waiver shall, upon request of the Obligor applicable Grantor (except to the extent applied to the Secured Obligations), be returned by Netgateway the Collateral Agent to the Obligorsuch Grantor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Document, provided that the Obligor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Document; and Netgateway the Trustee shall, at the Obligor's expense, execute and deliver to the Obligor or cause to be executed and delivered to the Obligor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor may reasonably request for the purpose of enabling the Obligor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.e2.05(a). ii. (b) So long as no Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway the Trustee or any Noteholder exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteany other Document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Trustee and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway the Trustee shall so request, the Obligor agrees to execute and deliver to Netgateway the Trustee appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway the Trustee prior to such cure shall, upon request of the Obligor (except to the extent applied to the Secured Obligations), be returned by Netgateway the Trustee to the Obligor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default (other than the Existing Defaults during the Waiver Period) shall have occurred and be continuing, the Obligor Obligors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Credit Document, provided that the Obligors jointly and severally agree that they will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Credit Document; and Netgateway the Agent shall, at the Obligor's Obligors' expense, execute and deliver to the Obligor Obligors or cause to be executed and delivered to the Obligor Obligors all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor Obligors may reasonably request for the purpose of enabling the Obligor Obligors to exercise the rights and powers which it is they are entitled to exercise pursuant to this Section 2.e2.06(a). ii. (b) So long as no Event of Default (other than the Existing Defaults during the Waiver Period) shall have occurred and be continuing, the Obligor Obligors shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default (other than the Existing Defaults during the Waiver Period) shall have occurred and be continuing, and whether or not Netgateway the Agent or any Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteany other Credit Document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Agent and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway the Agent shall so request, the Obligor agrees Obligors jointly and severally agree to execute and deliver to Netgateway the Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway the Agent prior to such cure shall, upon request of the Obligor Obligors (except to the extent applied to the Secured Obligations), be returned by Netgateway the Agent to the ObligorObligors.

Special Provisions Relating to Stock Collateral. i. (i) So long as no Event of Default shall have occurred and be continuing, the Obligor Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral; and Netgateway stock Collateral for all purposes, provided that Borrower agrees that it will not vote the stock Collateral in any manner that is inconsistent with any covenant by it in this Agreement or any other Loan Document. Lender shall, at the ObligorBorrower's expense, execute and deliver to the Obligor Borrower, or cause to be executed and delivered to the Obligor Borrower, all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor Borrower may reasonably request for the purpose of enabling the Obligor Borrower to exercise the rights and powers which it is entitled to exercise pursuant to in this Section 2.eParagraph 13(d)(i). (ii. So long as no Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. ) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway Lender exercises any available right to declare the Obligations or any Secured part thereof due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement, the Promissory Note, or the other Loan Documents, Lender shall be entitled to vote the proxy granted to it pursuant to Paragraph 13 (c)(i). (iii) Borrower shall be entitled to receive and retain any interest, income, cash dividends, cash distributions and other amounts paid or payable in respect of any Collateral (including stock Collateral); providing, however, that, if an Event of Default shall have occurred and be continuing, and whether or not Lender exercises any available right to declare the Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteother Loan Documents, all dividends interest, dividends, distributions, and other distributions on amounts paid or payable in respect of the Stock Collateral shall be paid directly to Netgateway Lender and be retained by it Lender as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway shall so request, the Obligor agrees to execute and deliver to Netgateway appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway prior to such cure shall, upon request of the Obligor Collateral (except to the extent applied upon receipt to the Secured Obligationspayment of the Obligation). Upon the occurrence and during the continuation of an Event of Default, Lender shall also be returned by Netgateway entitled to receive directly: (A) all interest, income, dividends, distributions, or other amounts paid or payable in cash or other property in respect of any Collateral in connection with the dissolution, liquidation, recapitalization or reclassification or the capital of SNLIC to the Obligorextent representing (in the reasonable judgment of Lender) an extraordinary, liquidating, or other distribution in return of capital; (B) all additional membership interests, warrants, options, or other securities or property (other than cash) paid or payable or distributed or distributable in respect of any Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests or similar arrangement; and (C) without affecting any restrictions against such actions otherwise contained herein, all additional membership interests, warrants, options, or other securities or property (including cash) paid or payable or distributed or distributable in respect of any Collateral in connection with any consolidation, merger, exchange of securities, liquidation, or other reorganization. All interest, income, dividends, distributions, or other amounts that are received by Borrower in violation of provisions hereof shall be received in trust for the benefit of Lender, shall be segregated from other property or funds of Borrower, and shall be forthwith delivered to Lender as Collateral in the same form as so received (with any necessary endorsements). (iv) Borrower shall cause SNLIC to not issue any additional capital stock, or enter into any agreement for the issuance of additional capital stock, or to grant an option, warrant, or other right to acquire any of the capital stock, and Borrower shall vote against any such proposal.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Document, provided that the Obligor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Document; and Netgateway the Agent shall, at the Obligor's expense, execute and deliver to the Obligor or cause to be executed and delivered to the Obligor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor may reasonably request for the purpose of enabling the Obligor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.e2.5(a). ii. (b) So long as no Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway the Agent or any Noteholder exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteany other document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway the Agent shall so request, the Obligor agrees to execute and deliver to Netgateway the Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway the Agent prior to such cure shall, upon request of the Obligor (except to the extent applied to the Secured Obligations), be returned by Netgateway the Agent to the Obligor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Brooke Holding shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of this Agreement, the Note Purchase Agreement, the Notes or any other instrument or agreement referred to herein or therein, PROVIDED that Brooke Holding agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Note Document or any such other related instrument or agreement; and Netgateway shall, at the Obligor's expense, Collateral Agent shall execute and deliver to the Obligor Brooke Holding or cause to be executed and delivered to the Obligor Brooke Holding all such proxies, powers of attorney, dividend and other orders orders, and other all such instruments, without recourse, as the Obligor Brooke Holding may reasonably request for the purpose of enabling the Obligor Brooke Holding to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 2.e4.04(a). ii. So (b) If any Account Notice Event shall have occurred, then so long as no such Account Notice Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. If any Event of Default shall have occurred and be continuingcontinue, and whether or not Netgateway the Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this Agreement the Note Purchase Agreement, the Notes or any other agreement relating to such Secured Obligation, to the Noteextent not already delivered pursuant to Section 4.01, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Collateral Agent and retained deposited by it as part of into the Stock CollateralSecurities Account, subject to the terms of this Agreement, and, if Netgateway the Collateral Agent shall so requestrequest in writing, the Obligor Brooke Holding agrees to execute and deliver to Netgateway the Collateral Agent appropriate additional dividend, distribution and other orders and instruments documents to that end, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway prior to such cure shall, upon request of the Obligor (except to the extent applied to the Secured Obligations), be returned by Netgateway to the Obligor.

Special Provisions Relating to Stock Collateral. i. Without limiting anything to the contrary in any Offering Document: (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Offering Document; and Netgateway shallprovided, at that Grantor agrees that it will not vote the Obligor's expense, execute and deliver to Stock Collateral in any manner that is inconsistent with the Obligor or cause to be executed and delivered to the Obligor all such proxies, powers terms of attorney, dividend and other orders and other instruments, without recourse, as the Obligor may reasonably request for the purpose of enabling the Obligor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.eany Offering Document. ii. (b) So long as no Event of Default shall have occurred and be continuing, the Obligor Grantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway the Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Security Agreement or the Noteany other Offering Document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Collateral Agent and retained by it in a segregated account as part of the Stock Collateral, subject to the terms of this Security Agreement, and, and if Netgateway the Collateral Agent shall so request, the Obligor Grantor agrees to execute and deliver to Netgateway the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end; provided, provided that if such Event of Default is cured, any such dividend or distribution paid to Netgateway the Collateral Agent prior to such cure sure shall, upon request of the Obligor Grantor (except to the extent applied to the Secured Obligations), be returned by Netgateway the Collateral Agent to the ObligorGrantor.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Basic Document, PROVIDED that Borrower agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Basic Document; and Netgateway Lenders' Agent shall, at the ObligorBorrower's expense, execute and deliver to the Obligor Borrower or cause to be executed and delivered to the Obligor Borrower all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor Borrower may reasonably request for the purpose of enabling the Obligor Borrower to exercise the its rights and powers which it is entitled to exercise pursuant to this Section 2.e2.06(a). ii. (b) So long as no Event of Default shall have occurred and be continuing, the Obligor Borrower shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default shall have occurred and be continuing, and whether or not Netgateway exercises Lenders exercise any available right to declare any Secured Obligation due and payable or seeks seek or pursues any other right, remedy, power or privilege available to it them under applicable law, this Agreement or the Noteany other Basic Document, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway Lenders' Agent and retained by it in a segregated account as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway Lenders' Agent shall so request, the Obligor Borrower agrees to execute and deliver to Netgateway Lenders and Lenders' Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided PROVIDED that if such Event of Default is cured, any such dividend or distribution paid to Netgateway Lenders prior to such cure shall, upon request of the Obligor Borrower (except to the extent applied to the Secured Obligations), be returned by Netgateway Lenders to the ObligorBorrower.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have occurred and be continuing, the Obligor Company shall have the right to exercise all voting, consensual the rights and other powers of ownership (other than voting rights as provided in Section 4.06 or as otherwise provided in this Agreement) pertaining to its Stock Collateral for all purposes not inconsistent with the Stock Collateralterms of this Agreement, the Indenture or any other Financing Document; and Netgateway shall, at the Obligor's expense, Collateral Agent shall execute and deliver to the Obligor such Pledgor or cause to be executed and delivered to the Obligor such Pledgor all such proxies, powers of attorney, dividend and other orders and other all such instruments, without recourse, as the Obligor Pledgor may reasonably request for the purpose of enabling the Obligor such Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 2.e5.02(a); provided, however, that any non-cash distributions (including stock dividends) shall be delivered immediately to Collateral Agent as additional Collateral. The foregoing shall not obligate any Pledgor to violate any fiduciary duty owed to its stockholders or take any action in violation of any state or federal law. ii. So long as no Event of Default shall have occurred and be continuing, the Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (b) If any Event of Default shall have occurred and be continuingoccurred, then so long as such Event of Default shall continue, and whether or not Netgateway the Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power relief or privilege remedy available to it under applicable lawlaw or under this Agreement, this Agreement the Indenture or the Noteany other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Collateral Agent and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway the Collateral Agent shall so requestrequest in writing, the Obligor Company agrees to execute and deliver to Netgateway the Collateral Agent appropriate additional dividend, distribution and other orders and instruments to that end, ; provided that if such Event of Default is cured, any such cash dividend or distribution theretofore paid to Netgateway prior to such cure shall, upon request of the Obligor Collateral Agent shall (except to the extent theretofore applied to the Secured Obligations), ) be returned by Netgateway the Collateral Agent to the ObligorCompany. (c) The Company hereby acknowledges that the sale by the Collateral Agent of any Stock Collateral pursuant to the terms hereof in compliance with the 1933 Act, as well as applicable "Blue Sky" or other state securities laws, may require strict limitations as to the manner in which the Collateral Agent or any subsequent transferee of the Stock Collateral may dispose of the same. The Company understands that in order to protect the Collateral Agent's interest it may be necessary to sell the Stock Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering registered under the 1933 Act. The Company consents to sale in such a manner and agrees that the Collateral Agent shall have no obligation, provided that the Collateral Agent conducts such sale in accordance with applicable law, to obtain the maximum possible price for the Stock Collateral. (d) The Company agrees that, if an Event of Default shall have occurred and be continuing and a Notice of Default shall have been delivered, if for any reason the Collateral Agent desires to sell any of the Stock Collateral at a public or private sale and in connection with such sale, in the reasonable opinion of the Collateral Agent, no exemption from the registration provisions of the 1933 Act is available, the Company will upon the written request of the Collateral Agent: (i) use its best efforts to cause such Stock Collateral to be registered under the provisions of the 1933 Act, and to cause one or more registration statements relating thereto to become effective and to remain effective for such period as prospectuses are required by law or regulation to be furnished with respect to the offering and sale of such Stock Collateral, and to make all amendments and supplements such Stock Collateral and to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the 1933 Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) indemnify, defend and hold harmless the Collateral Agent and any underwriter from and against all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including the costs of investigation) which may be imposed on, incurred by or asserted against the Collateral Agent or any such underwriter insofar as such liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements arise out of or are based upon (A) any alleged untrue statement of a material fact contained in any prospectus or registration statement (or any amendment or supplement thereto) or in any notification or offering circular or (B) any alleged omission to state a material fact required to be stated therein or necessary to make the statements in any thereof not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to either the Company by the Collateral Agent or, in the case of any underwriter, by any underwriter, expressly for use therein; (iii) endeavor to qualify such Stock Collateral under any applicable state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of such Stock Collateral, as reasonably requested by the Collateral Agent; (iv) endeavor to cause each such issuer of such Stock Collateral to enter into one or more underwriting agreements in form and substance customary for similar transactions, obtain customary legal opinions and accountants comfort letters, and make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder; (v) bear all reasonable costs and reasonable expenses of carrying out its respective obligations under this Section 5.02(d); and (vi) use reasonable efforts to do or cause to be done all such other acts and things as may be reasonably necessary to make such sale of Stock Collateral or any part thereof valid and binding and in compliance with all applicable law. The Company acknowledges that there is no adequate remedy at law for failure by any of them to comply with the provisions of this Section 5.02 and that such failure would not be adequately compensable in damages, and therefore each agrees that its agreements contained in this Section 5.02 may be specifically enforced.

Special Provisions Relating to Stock Collateral. i. (a) So long as no Event of Default shall have has occurred and be is continuing, the Obligor Guarantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock CollateralCollateral for all purposes not inconsistent with the terms of any Loan Document, PROVIDED that the Guarantor will not vote the Stock Collateral in any manner that is inconsistent with the terms of any Loan Document; and Netgateway shallthe Administrative Agent will, at the ObligorGuarantor's expense, execute and deliver to the Obligor Guarantor or cause to be executed and delivered to the Obligor Guarantor all such proxies, powers of attorney, dividend and other orders and other instruments, without recourse, as the Obligor Guarantor may reasonably request for the purpose of enabling the Obligor Guarantor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 2.e2.5(a). ii. (b) So long as no Event of Default shall have has occurred and be is continuing, the Obligor Guarantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. iii. (c) If any Event of Default shall have has occurred and be is continuing, and whether or not Netgateway the Administrative Agent or any other Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other right, remedy, power or privilege available to it under applicable law, this Agreement or the Noteany other Loan Document (but subject to Section 6.6), all dividends and other distributions on the Stock Collateral shall be paid directly to Netgateway the Administrative Agent and retained by it in the Cash Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if Netgateway shall the Administrative Agent so requestrequests, the Obligor agrees to Guarantor will execute and deliver to Netgateway the Administrative Agent appropriate additional dividend, distribution and other orders and instruments to that end, provided PROVIDED that if such that Event of Default is cured, any such dividend or distribution paid to Netgateway the Administrative Agent prior to such that cure shall, upon request of the Obligor Guarantor (except to the extent applied to the Secured Obligations), be returned by Netgateway the Administrative Agent to the ObligorGuarantor.