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

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Company shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, =========================================================================== the Credit Agreement, the Notes or any such other instrument or agreement; and the Bank shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to this Section 4.04(b). (c) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank or any Bank exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank shall so request in writing, the Company agrees to execute and deliver to the Bank 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 Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Company Debtor shall have the right to (i) exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes other Loan Documents or any other instrument or agreement referred to herein or therein, provided that the Company and Debtor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, =========================================================================== the Credit Agreement, the Notes other Loan Documents or any such other instrument or agreement; and (ii) receive cash dividends or other distributions in the Bank shall execute and deliver ordinary course made in respect of the Stock Collateral. (b) Debtor hereby grants to the Company or cause Secured Party an irrevocable proxy to vote the Stock Collateral, which proxy shall be executed and delivered to effective immediately upon the Company all such proxies, powers of attorney, dividend and other ordersoccurrence of, and all such instrumentsduring the continuance of, without recourse, as the Company may reasonably request for the purpose an Event of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to this Section 4.04(b)Default. (c) Unless and until an Event of Default has occurred and is continuing, the Company shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (d) If any Event of Default shall have occurred, then so long as such Event of Default shall continue, and whether or not the Bank or any Bank Secured Party exercises any available right to declare any Secured Obligation Liabilities due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured ObligationLiabilities, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Secured Party and retained by it as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank Secured Party shall so request in writing, the Company Debtor agrees to execute and deliver to the Bank Secured Party 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 Bank shall, upon request of the Company (except to the extent theretofore applied to the Secured Obligations) be returned by the Bank to the Company.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding. (b) So long as no Event of Default shall have has occurred and be is continuing, the Company Obligor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreement, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or thereinBasic Document, provided that the Company agrees that it will Obligor -------- shall not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, =========================================================================== the Credit Agreement, the Notes or any such other instrument or agreementBasic Document; and the Bank shall Secured Party will, at the Obligor's expense, execute and deliver to the Company Obligor or cause to be executed and delivered to the Company Obligor all such proxies, powers of attorney, dividend and other orders, orders and all such other instruments, without recourse, as the Company Obligor may reasonably request for the purpose of enabling the Company Obligor to exercise the rights and powers which that it is entitled to exercise pursuant to this Section 4.04(b2.05(a). (cb) Unless and until an So long as no Event of Default has occurred and is continuing, the Company Obligor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surplus. (dc) If any Event of Default shall have occurred, then so long as such Event of Default shall continuehas occurred and is continuing, and whether or not the Bank or any Bank Secured Party exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under law, this Agreement, the Credit Agreement, the Notes Agreement or any other agreement relating to such Secured ObligationBasic Document, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank Secured Party and retained by it in the Collateral Account as part of the Stock Collateral, subject to the terms of this Agreement, and, if the Bank shall Secured Party so request in writingrequests, the Company agrees to Obligor shall execute and deliver to the Bank Secured Party appropriate additional dividend, distribution and other orders and documents instruments to that end, provided that if such that Event of Default -------- is cured, any such dividend or distribution theretofore paid to the Bank Secured Party prior to that cure shall, upon request of the Company Obligor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Secured Party to the CompanyObligor.

Special Provisions Relating to Stock Collateral. (a) The Company will cause the Stock Collateral to constitute at all times the percentage indicated on Annex 1 hereto of the total number of shares of each class of capital stock of each Issuer then outstanding. (b) So long as no Event of Default shall have occurred and be continuing, the Company Grantor shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent with the terms of this Agreementany Transaction Document; provided, the Credit Agreement, the Notes or any other instrument or agreement referred to herein or therein, provided that the Company Grantor agrees that it will not vote the Stock Collateral in any manner that is inconsistent with the terms of this Agreement, =========================================================================== the Credit Agreement, the Notes or any such other instrument or agreement; and the Bank shall execute and deliver to the Company or cause to be executed and delivered to the Company all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Company may reasonably request for the purpose of enabling the Company to exercise the rights and powers which it is entitled to exercise pursuant to this Section 4.04(b)Transaction Document. (cb) Unless and until an So long as no Event of Default has shall have occurred and is be continuing, the Company Grantor shall be entitled to receive and retain any dividends on the Stock Collateral paid in cash out of earned surpluscash. (dc) If any Event of Default shall have occurred, then so long as such Event of Default shall continueoccurred and be continuing, and whether or not the Bank or any Bank Collateral Agent exercises any available right to declare any Secured Obligation due and payable or seeks or pursues any other relief right, remedy, power or remedy privilege available to it under applicable law or under this Pledge Agreement, the Credit Agreement, the Notes or any other agreement relating to such Secured Obligation, all dividends and other distributions on the Stock Collateral shall be paid directly to the Bank 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 the Bank Collateral Agent shall so request in writingrequest, the Company Grantor agrees to execute and deliver to the Bank Collateral Agent appropriate additional dividend, distribution and other orders and documents 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 theretofore paid to the Bank Collateral Agent prior to such cure or waiver shall, upon request of the Company Grantor (except to the extent theretofore applied to the Secured Obligations) ), be returned by the Bank Collateral Agent to the CompanyGrantor.